Sec Form 13G Filing - Pamplona Capital Partners V L.P. filing for Latham Group Inc. (SWIM) - 2022-02-11

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. ___)*

 

LATHAM GROUP, INC.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
51819L107
(CUSIP Number)
 
December 31, 2021
(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 person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).

 

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 2 of 15

 

 

1

NAME OF REPORTING PERSON

 

Pamplona Capital Partners V, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

61,476,581

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61,476,581

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61,476,581

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

51.27%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 3 of 15

 

 

1

NAME OF REPORTING PERSON

 

Pamplona Equity Advisors V, Ltd

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

61,476,581

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61,476,581

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61,476,581

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

51.27%

 
12

TYPE OF REPORTING PERSON

 

CO

 

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 4 of 15

 

 

1

NAME OF REPORTING PERSON

 

Pamplona PE Investments Malta Ltd

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Malta

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

61,476,581

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61,476,581

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61,476,581

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

51.27%

 
12

TYPE OF REPORTING PERSON

 

CO

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 5 of 15

 

 

1

NAME OF REPORTING PERSON

 

Pamplona Capital Management, LLP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

61,476,581

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61,476,581

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61,476,581

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

51.27%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 6 of 15

 

 

1

NAME OF REPORTING PERSON

 

Pamplona Capital Management, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

61,476,581

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61,476,581

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61,476,581

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

51.27%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 7 of 15

 

 

1

NAME OF REPORTING PERSON

 

Pamplona Capital Management (PE) SL

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Spain

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

61,476,581

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61,476,581

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61,476,581

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

51.27%

 
12

TYPE OF REPORTING PERSON

 

OO

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 8 of 15

 

 

1

NAME OF REPORTING PERSON

 

John C. Halsted

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

61,476,581

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61,476,581

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61,476,581

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

51.27%

 
12

TYPE OF REPORTING PERSON

 

IN

 

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 9 of 15

 

 

1

NAME OF REPORTING PERSON

 

Alexander M. Knaster

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

61,476,581

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61,476,581

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61,476,581

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

51.27%

 
12

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 10 of 15

 

 

ITEM 1. (a) Name of Issuer:
     
  Latham Group, Inc.
     
  (b) Address of Issuer’s Principal Executive Offices:
     
 

787 Watervliet Shaker Road

Latham, NY 12110

   
ITEM 2. (a) Name of Person Filing:
     
  This statement is being filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):
   
 
  1. Pamplona Capital Partners V, L.P.;
  2. Pamplona Equity A dvisors V Ltd;
  3. Pamplona PE Investments Malta Limited;
  4. Pamplona Capital Management LLP;
  5. Pamplona Capital Management LLC;
  6. Pamplona Capital Management (PE) SL;
  7. John C. Halsted; and
  8. Alexander M. Knaster.
  (b) Address of Principal Business Office, or if none, Residence:
     
 

The principal business address of each of the Reporting Persons is:

 

c/o Pamplona Capital Management LLC

667 Madison Avenue, 22nd Floor

New York, NY 10065

     
  (c) Citizenship:
     
 
  1. Pamplona Capital Partners V, L.P. is a Cayman Islands limited partnership.
  2. Pamplona Equity Advisors V Ltd is a Cayman Islands limited company.
  3. Pamplona PE Investments Malta Limited is a Malta limited company.
  4. Pamplona Capital Management LLP is a United Kingdom limited liability partnership.
  5. Pamplona Capital Management LLC is a Delaware limited liability company.
  6. Pamplona Capital Management (PE) SL is a Spanish limited liability company.
  7. John C. Halsted is a citizen of the United States.
  8. Alexander M. Knaster is a citizen of the United Kingdom.
  (d) Title of Class of Securities:
     
  Common Stock, par value $0.0001 per share (the “Common Stock”)
     
  (e) CUSIP Number:
     
  51819L107
     
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 association 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) [__]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).
   
  Not Applicable.

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 11 of 15

 

 

ITEM 4. OWNERSHIP.
   
  (a) Amount beneficially owned:
     
    See row 9 of the cover page of each Reporting Person
     
  (b) Percent of class:
     
    See row 11 of the cover page of each Reporting Person
     
    As of December 31, 2021, Pamplona Capital Partners V, L. P. (the “Pamplona Fund”) held 61,476,581 shares of Common Stock of Latham Group, Inc. (the “Issuer”). The Pamplona Fund is controlled by Pamplona Equity Advisors V Ltd, its general partner. John C. Halsted owns 100% of the shares of Pamplona Equity Advisors V, Ltd. Pamplona PE Investments Malta Limited serves as an investment manager to the Pamplona Fund. Pamplona Capital Management LLP, Pamplona Capital Management LLC and Pamplona Capital Management (PE) SL (together the “Pamplona Manager Entities”) serve as investment advisors to Pamplona PE Investments Malta Limited. Mr. John C. Halsted and Mr. Alexander M. Knaster are the principals of Pamplona Manager Entities. Each of Pamplona Equity Advisors V, Ltd, the Pamplona Manager Entities, John C. Halsted and Alexander M. Knaster may be deemed to have voting and dispositive power with respect to the common stock directly owned by the Pamplona Fund and therefore be deemed to be the beneficial owner of the common stock held by the Pamplona Fund, but each disclaim beneficial ownership of such common stock.
     
    The Pamplona Fund entered into a stockholders agreement, dated as April 27, 2021, with Wynnchurch Capital Partners IV,L.P., a Cayman Islands limited partnership, and WC Partners Executive IV, L.P. a Cayman Islands limited partnership (collectively, the “Wynnchurch Funds”) (the “Stockholders Agreement”).  Pursuant to the Stockholders Agreement, each of the Pamplona Fund and the Wynnchurch Funds have agreed, among other things, to vote their shares of Common Stock to elect members of the board of directors of the Issuer as set forth therein.
     
    Because of the relationship between the Pamplona Fund and the Wynnchurch Funds as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Common Stock beneficially owned by the Wynnchurch Funds and/or to constitute a “group” with the Wynnchurch Funds. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Wynnchurch Funds. None of the 17,767,168 shares of Common stock held by Wynnchurch Funds as of December 31, 2021 are reflected in this report.
     
    On January 11, 2022, the Pamplona Fund and the Wynnchurch Funds sold 9,630,896 and 2,783,397 shares of Common Stock to the Issuer, respectively.  The Issuer sold an equal number of shares of Common Stock in a concurrent public offering and used the net proceeds thereof to purchase the shares from the Pamplona Funds and the Wynnchurch Funds.
     
    All percentages calculated in this Schedule 13G are based upon an aggregate of 119,900,905 shares of Common Stock outstanding as of December 30, 2021 as indicated in the Issuer’s Form S-1 filed on January 4, 2022.
     

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 12 of 15

 

 

  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:
       
      See row 5 of the cover page of each Reporting Person.
       
    (ii) Shared power to vote or to direct the vote:
       
      See row 6 of the cover page of each Reporting Person.
       
    (iii) Sole power to dispose or to direct the disposition of:
       
      See row 7 of the cover page of each Reporting Person.
       
    (iv) Shared power to dispose or to direct the disposition of:
       
      See row 8 of the cover page of each Reporting Person.
 
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not Applicable.
   
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.
   
  Not Applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  As of December 31, 2021, the Pamplona Fund held 61,476,581 shares of Common Stock of the Issuer. The Pamplona Fund is controlled by Pamplona Equity Advisors V Ltd, its general partner. John C. Halsted owns 100% of the shares of Pamplona Equity Advisors V, Ltd. Pamplona PE Investments Malta Limited serves as an investment manager to the Pamplona Fund. The Pamplona Manager Entities serve as investment advisors to Pamplona PE Investments Malta Limited. Mr. John C. Halsted and Mr. Alexander M. Knaster are the principals of Pamplona Manager Entities. Each of Pamplona Equity Advisors V, Ltd, the Pamplona Manager Entities, John C. Halsted and Alexander M. Knaster may be deemed to have voting and dispositive power with respect to the common stock directly owned by the Pamplona Fund and therefore be deemed to be the beneficial owner of the common stock held by the Pamplona Fund, but each disclaim beneficial ownership of such common stock.
   

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 13 of 15

 

 

  Because of the relationship between the Pamplona Fund and the Wynnchurch Funds as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Common Stock beneficially owned by the Wynnchurch Funds and/or to constitute a “group” with the Wynnchurch Funds. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Wynnchurch Funds. None of the 17,767,168 shares of Common stock held by Wynnchurch Funds as of December 31, 2021 are reflected in this report.
   
  On January 11, 2022, the Pamplona Fund and the Wynnchurch Funds sold 9,630,896 and 2,783,397 shares of Common Stock to the Issuer, respectively.  The Issuer sold an equal number of shares of Common Stock in a concurrent public offering and used the net proceeds thereof to purchase the shares from the Pamplona Funds and the Wynnchurch Funds.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not Applicable.
   
ITEM 10. CERTIFICATION.
   
  Not Applicable.
   

 

 

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 14 of 15

 

 

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.

 

Dated: February 11, 2022

 

 

  PAMPLONA CAPITAL PARTNERS V, L.P.  
  By: Pamplona Equity Advisors V, Ltd., its General Partner  
       
  By: /s/  Nicole Ramroop  
    Name: Nicole Ramroop  
    Title:   Director  
       
  PAMPLONA EQUITY ADVISORS V LTD  
       
  By: /s/  Nicole Ramroop  
    Name: Nicole Ramroop  
    Title:   Director  
       
  PAMPLONA PE INVESTMENTS MALTA LIMITED  
       
  By: /s/  Stephen Gauci  
    Name: Stephen Gauci  
    Title:   Director  
       
  PAMPLONA CAPITAL MANAGEMENT LLP  
       
  By: /s/  Kevin O’Flaherty  
    Name: Kevin O’Flaherty  
    Title:   Designated Member  
       

 

 

   

 

 

CUSIP No. 51819L107 SCHEDULE 13G Page 15 of 15

 

 

 

  PAMPLONA CAPITAL MANAGEMENT LLC  
       
  By: /s/  Stephen Gauci  
    Name: Stephen Gauci  
    Title:   Director of Pamplona PE Investments US Limited, managing member of Pamplona Capital Management LLC  
       
  PAMPLONA CAPITAL MANAGEMENT (PE) SL  
       
  By: /s/  Martin Schwab  
    Name: Martin Schwab  
    Title:   Director  
       
  John C. Halsted  
       
  /s/  John C. Halsted  
       
       
  Alexander M. Knaster  
       
  /s/  Alexander M. Knaster