Sec Form 13G Filing - Blackstone Holdings II L.P. filing for - 2025-05-08

Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: (i) BXG Redhawk S.a r.l. (ii) BXG SPV ESC (CYM) L.P. (iii) BXG Redhawk Holdings (CYM) L.P. (iv) BXG Holdings Manager L.L.C. (v) Blackstone Growth Associates L.P. (vi) BXGA L.L.C. (vii) BXG Side-by-Side GP L.L.C. (viii) Blackstone Holdings II L.P. (ix) Blackstone Holdings I/II GP L.L.C. (x) Blackstone Inc. (xi) Blackstone Group Management L.L.C. (xii) Stephen A. Schwarzman As of March 31, 2025, BXG Redhawk S.a r.l. beneficially owns an aggregate of 57,408,592 ordinary shares, par value $0.00018 (SEK 0.0015) per share (the "Ordinary Shares") of Oatly Group AB (the "Issuer") represented by American Depositary Shares, evidenced by American Depositary Receipts, each representing twenty Ordinary Shares consisting of 39,402,666 Ordinary Shares held directly and Ordinary Shares which may be received upon conversion of $24,488,060.00 of 9.25% Convertible Senior PIK Notes due 2028 (the "Convertible Notes") (18,005,926 Ordinary Shares as of March 31, 2025) and BXG SPV ESC (CYM) L.P. (together with BXG Redhawk S.a r.l., the "Blackstone Funds") beneficially owns an aggregate of 547,113 Ordinary Shares consisting of 375,516 Ordinary Shares held directly and Ordinary Shares which may be received upon conversion of $233,372.00 of Convertible Notes (171,597 Ordinary Shares as of March 31, 2025). The CUSIP referenced below in Item 2(e) applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing twenty Ordinary Shares. No CUSIP has been assigned to the Ordinary Shares. The Convertible Notes are convertible at the option of each holder at a conversion rate of approximately 27.20 American Depositary Shares, each representing twenty Ordinary Shares, per $1.00 principal amount of Convertible Notes (the "Conversion Rate"), which is equal to a conversion price of approximately $1.36 per Ordinary Share. The Conversion Rate is subject to customary anti-dilution adjustments and certain other adjustments. The Convertible Notes bear interest at a rate of 9.25% per annum, payable semi-annually in arrears in cash or in payment-in-kind, at the Issuer's option. All of the computations and share amounts used herein do not give effect to any accretion of interest on the Convertible Notes or the payments of any interest in-kind until the time of such declaration and payment. BXG Redhawk S.a r.l. is controlled by BXG Redhawk Holdings (CYM) L.P., the general partner of which is BXG Holdings Manager L.L.C. Blackstone Growth Associates L.P. is the managing member of BXG Holdings Manager L.L.C. and BXGA L.L.C. is the general partner of Blackstone Growth Associates L.P. Blackstone Holdings II L.P. is the managing member of BXGA L.L.C. The general partner of BXG SPV ESC (CYM) L.P. is BXG Side-by-Side GP L.L.C. Blackstone Holdings II L.P. is the sole member of BXG Side-by-Side GP L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each such Reporting Person may be deemed to beneficially own the Ordinary Shares beneficially owned by each of BXG Redhawk S.a r.l. and BXG SPV ESC (CYM) L.P. but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than BXG Redhawk S.a r.l. and BXG SPV ESC (CYM) L.P.) is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act. The foregoing includes a summary of certain terms of the Convertible Notes, and is qualified in its entirety to the terms of such Convertible Notes as set forth in the Indenture Agreement, dated March 23, 2023, between the Issuer and U.S. Bank Trust Company, National Association, as Trustee, filed as Exhibit 4.7 to the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 20, 2023.