Amendment: SEC Form SCHEDULE 13G/A filed by Loar Holdings Inc.
$LOAR
Military/Government/Technical
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Loar Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
53947R105 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 53947R105 |
| 1 | Names of Reporting Persons
Abrams Capital Partners II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,764,007.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 53947R105 |
| 1 | Names of Reporting Persons
Abrams Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,048,094.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 53947R105 |
| 1 | Names of Reporting Persons
Abrams Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,427,917.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
40 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 53947R105 |
| 1 | Names of Reporting Persons
Abrams Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,427,917.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
40 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 53947R105 |
| 1 | Names of Reporting Persons
Riva Capital Partners IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,463,749.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 53947R105 |
| 1 | Names of Reporting Persons
Riva Capital Management IV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,463,749.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 53947R105 |
| 1 | Names of Reporting Persons
Riva Capital Partners V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,201,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 53947R105 |
| 1 | Names of Reporting Persons
Riva Capital Management V, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,201,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 53947R105 |
| 1 | Names of Reporting Persons
David Abrams | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,427,917.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
40 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Loar Holdings Inc. | |
| (b) | Address of issuer's 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 or principal business office or, if none, residence:
c/o Abrams Capital Management, L.P.
222 Berkeley Street, 21st Floor
Boston, MA 02116 | |
| (c) | Citizenship:
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 - Delaware; David Abrams - United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Abrams Capital Partners II, L.P. - 12,764,007 shares
Abrams Capital, LLC - 15,048,094 shares
Abrams Capital Management, LLC - 37,427,917 shares
Abrams Capital Management, L.P. - 37,427,917 shares
Riva Capital Partners IV, L.P. - 13,463,749 shares
Riva Capital Management IV, LLC - 13,463,749 shares
Riva Capital Partners V, L.P. - 8,201,598 shares
Riva Capital Management V, LLC - 8,201,598 shares
David Abrams - 37,427,917 shares
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. | |
| (b) | Percent of class:
Abrams Capital Partners II, L.P. - 13.6%
Abrams Capital, LLC - 16.1%
Abrams Capital Management, LLC - 40%
Abrams Capital Management, L.P. - 40%
Riva Capital Partners IV, L.P. - 14.4%
Riva Capital Management IV, LLC - 14.4%
Riva Capital Partners V, L.P. - 8.8%
Riva Capital Management V, LLC - 8.8%
David Abrams - 40%
The percentages herein are calculated based upon a total of 93,556,071 outstanding shares of common stock immediately following the Issuer's offering, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on December 12, 2024. | |
| (c) | Number of shares as to which the person has:
| |
| (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. - 12,764,007 shares
Abrams Capital, LLC - 15,048,094 shares
Abrams Capital Management, LLC - 37,427,917 shares
Abrams Capital Management, L.P. - 37,427,917 shares
Riva Capital Partners IV, L.P. - 13,463,749 shares
Riva Capital Management IV, LLC - 13,463,749 shares
Riva Capital Partners V, L.P. - 8,201,598 shares
Riva Capital Management V, LLC - 8,201,598 shares
David Abrams - 37,427,917 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. - 12,764,007 shares
Abrams Capital, LLC - 15,048,094 shares
Abrams Capital Management, LLC - 37,427,917 shares
Abrams Capital Management, L.P. - 37,427,917 shares
Riva Capital Partners IV, L.P. - 13,463,749 shares
Riva Capital Management IV, LLC - 13,463,749 shares
Riva Capital Partners V, L.P. - 8,201,598 shares
Riva Capital Management V, LLC - 8,201,598 shares
David Abrams - 37,427,917 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Comments accompanying signature:
Exhibits Exhibit
99.1 Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to
the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on November 8, 2024.