BW Group Ltd. Amends Navigator Holdings Stake

TL;DR

BW Group just updated their Navigator Holdings stake filing. Watch this space.

AI Summary

BW Group Ltd. filed an amendment (No. 2) to its Schedule 13D on June 13, 2024, regarding its holdings in Navigator Holdings Ltd. The filing indicates a change in the beneficial ownership of Navigator Holdings Ltd. common stock. Specific details on the exact percentage change or dollar amounts are not immediately available in this excerpt but are typically detailed within the full filing.

Why It Matters

This amendment signals a potential shift in control or significant investment activity by BW Group Ltd. in Navigator Holdings Ltd., which could impact the stock's future performance and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased volatility and strategic shifts for the company.

Key Players & Entities

• BW Group Ltd (company) — Filing entity
• Navigator Holdings Ltd. (company) — Subject company
• Nicholas Fell (person) — Authorized contact for BW Group Ltd.

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $14.52 — quo;) to the Underwriters at a price of $14.52 per share, or $101,640,000 in aggregate
• $101,640,000 — ters at a price of $14.52 per share, or $101,640,000 in aggregate proceeds to BWG before exp

Filing Documents

• ea0207826-13da2bw_navigator.htm (SC 13D/A) — 52KB
• 0001213900-24-052533.txt ( ) — 53KB

Security and Issuer

Item 1. Security and Issuer .

of the Schedule 13D is hereby amended and supplemented as follows

Item 1 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by BW Group Limited (“BWG”), with respect to the shares of common stock, par value $0.01 per share (the “Common Shares”), of Navigator Holdings Ltd., a Marshall Islands corporation (the “Issuer”), whose principal executive offices are located at c/o NGT Services (UK) Ltd, 10 Bressenden Place, London, SW1E 5DH, United Kingdom. This Amendment No. 2 amends and supplements the 28, 2020 (the “Original Schedule 13D”), and amended by Amendment No. 1, filed with the SEC on August 18, 2021 (collectively with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D. Except as otherwise stated in this Amendment No. 2, the Original Schedule 13D, as amended, remains in full force and effect.

Identity and Background

Item 2. Identity and Background .

of the Schedule 13D, including

Item 2 of the Schedule 13D, including Schedule A, is hereby amended and supplemented as follows: The registered office of BWG is Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda. Set forth in Schedule A to this Schedule 13D are the name, business address and present principal occupation or employment and citizenship of each director and executive officer of BWG, which is incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby supplemented as follows

Item 4 is hereby supplemented as follows: The response to Item 6 of this Amendment No. 2 is incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer .

of the Schedule 13D is amended and restated as follows

Item 5 of the Schedule 13D is amended and restated as follows: (a) After giving effect to the Public Offering (as defined below) and the retirement and cancellation of all Common Shares subject to the Share Repurchase (as defined below), BWG may be deemed to beneficially own 14,890,748 Common Shares, representing approximately 21.4% of the outstanding Common Shares. The foregoing beneficial ownership percentage is based on a total of 69,657,141 Common Shares outstanding as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 12, 2024. (b) After giving effect to the Public Offering and the retirement and cancellation of all Common Shares subject to the Share Repurchase, BWG has sole voting power and sole dispositive power over 14,890,748 Common Shares, representing approximately 21.4% of the outstanding Common Shares. The foregoing percentage is based on a total of 69,657,141 Common Shares outstanding as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 12, 2024. Page 3 of 6 pages (c) The response to Item 6 of this Amendment No. 2 is incorporated herein by reference. (d) As of the date hereof, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by BWG identified in Item 5(a). (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

of the Schedule 13D is hereby supplemented

Item 6 of the Schedule 13D is hereby supplemented by adding the following information: Secondary Offering On June 12, 2024, in connection with a registered public secondary offering in the United States (the “Public Offering”), BWG entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among BWG, the Issuer, and Citigroup Global Markets Inc. and DNB Markets, Inc. (together, the “Underwriters”) for the sale by BWG of 7,000,000 Common Shares (the “Public Shares”) to the Underwriters at a price of $14.52 per share, or $101,640,000 in aggregate proceeds to BWG before expenses. The closing of the sale of the Public Shares by BWG to the Underwriters pursuant to the Underwriting Agreement occurred on June 13, 2024. In addition, subject to the completion of the Public Offering and pursuant to the Underwriting Agreement, the Issuer repurchased an aggregate of 3,500,000 Common Shares from the Underwriters at the same price per share as the Underwriters purchased the Common Shares from BWG (the “Share Repurchase”). In connection with the execution of the Underwriting Agreement, BWG agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition by BWG of any Common Shares or securities convertible into, or exchangeable or exercisable for, Common Shares, during a 90-day period ending on September 10, 2024, without prior written consent from the Underwriters. The foregoing descriptions of the Underwriting Agreement does not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, which is included as an exhibit to this Amendment No. 2 and incorporated by reference herein. Item 7. Material to Be Filed as Exhibits .

is hereby amended and supplemented as follows

Item 7 is hereby amended and supplemented as follows: The following documents are filed as exhibits to this Schedule 13D: C. Underwriting Agreement, dated June 12, 2024, by and among Navigator Holdings Ltd., BW Group Limited, Citigroup Global Markets Inc. and DNB Markets, Inc. (incorporated by reference to Exhibit 1.1 to Navigator Holdings Ltd.’s Form 6-K, filed with the Securities and Exchange Commission on June 13, 2024). Page 4 of 6 pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 13, 2024 BW Group Limited By: /s/ Nicholas John Oxleigh Fell Name: Nicholas John Oxleigh Fell Title: Authorized Signatory Page 5 of 6 pages SCHEDULE A Directors and Executive Officers of BW Group Limited Name Citizenship Board of Directors Andreas Sohmen-Pao c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 Chairman, Company Director and President Austrian Sir John Rose c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 Company Director British Christian Clausen c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 Company Director Danish Thomas Thune Andersen c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 Company Director Danish Ouma Sananikone c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 Company Director USA & British Sanjiv Misra c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 Company Director Singaporean Michael G. Smyth Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda Alternate Director to Andreas Sohmen-Pao British Executive Officers Sebastien Jean-Pierre Brochet c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 Group Chief Financial Officer French Sophie Caroline Oona Smith c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 Group Chief Human Resources Officer British Yngvil Signe Eriksson Asheim c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 Chief Executive Officer, BW LNG Norwegian Erik Strømsø

View Full Filing

View this SC 13D/A filing on SEC EDGAR