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”): | ||
| ||
| (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: | |
| ||
| (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 | |||
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: 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 | |||
| 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 | |||