Investcorp Credit Management BDC, Inc.
|
(Name of Issuer)
|
Common Stock, $0.001 Par Value Per Share
|
(Title of Class of Securities)
|
12574Q103
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(CUSIP Number)
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Investcorp BDC Holdings Limited
|
Century Yard
|
Cricket Square, P.O. Box 1111
|
Grant Cayman KY1-1102, Cayman Islands BWI
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
October 2, 2019
|
(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 12574Q103
|
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1.
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Names of Reporting Persons
Investcorp Credit Management US LLC |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
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(a)
|
☐ | ||||
(b)
|
☐ | ||||
3.
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SEC Use Only
|
||||
4.
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Source of Funds (See Instructions)
OO |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
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Citizenship or Place of Organization
Delaware |
||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
-0- |
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8.
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Shared Voting Power
6,002,924 shares of Common Stock |
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9.
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Sole Dispositive Power
-0- |
||||
10.
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Shared Dispositive Power
6,002,924 shares of Common Stock |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,002,924 shares of Common Stock |
||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
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Percent of Class Represented by Amount in Row (11)
44.0% |
||||
14.
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Type of Reporting Person (See Instructions)
OO |
CUSIP No. 12574Q103
|
|||||
1.
|
Names of Reporting Persons
Investcorp BDC Holdings Limited |
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
☐ | ||||
(b)
|
☐ | ||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
OO |
||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
Citizenship or Place of Organization
Cayman Islands |
||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
-0- |
|||
8.
|
Shared Voting Power
6,002,924 shares of Common Stock |
||||
9.
|
Sole Dispositive Power
-0- |
||||
10.
|
Shared Dispositive Power
6,002,924 shares of Common Stock |
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,002,924 shares of Common Stock |
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
44.0% |
||||
14.
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Type of Reporting Person (See Instructions)
CO |
CUSIP No. 12574Q103
|
|||||
1.
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Names of Reporting Persons
SIPCO Holdings Limited |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
☐ | ||||
(b)
|
☒ | ||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
OO |
||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
Citizenship or Place of Organization
Cayman Islands |
||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
-0- |
|||
8.
|
Shared Voting Power
6,002,924 shares of Common Stock |
||||
9.
|
Sole Dispositive Power
-0- |
||||
10.
|
Shared Dispositive Power
6,002,924 shares of Common Stock |
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,002,924 shares of Common Stock |
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
44.0% |
||||
14.
|
Type of Reporting Person (See Instructions)
CO |
CUSIP No. 12574Q103
|
|||||
1.
|
Names of Reporting Persons
Investcorp S.A. |
||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
☐ | ||||
(b)
|
☒ | ||||
3.
|
SEC Use Only
|
||||
4.
|
Source of Funds (See Instructions)
OO |
||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
Citizenship or Place of Organization
Cayman Islands |
||||
Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
|
Sole Voting Power
-0- |
|||
8.
|
Shared Voting Power
6,002,924 shares of Common Stock |
||||
9.
|
Sole Dispositive Power
-0- |
||||
10.
|
Shared Dispositive Power
6,002,924 shares of Common Stock |
||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,002,924 shares of Common Stock |
||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
Percent of Class Represented by Amount in Row (11)
44.0% |
||||
14.
|
Type of Reporting Person (See Instructions)
CO |
(i) |
IBDC, a Cayman Islands company
|
(ii) |
ICM, a Delaware limited liability company
|
(iii) |
SIPCO, a Cayman Islands company
|
(iv) |
Investcorp, a Cayman Islands company
|
(i) |
IBDC is Century Yard, Cricket Square, P.O. Box 1111, Grant Cayman KY1-1102, Cayman Islands, BWI
|
(ii) |
ICM is 280 Park Avenue, 36th Floor, New York, New York 10017
|
(iii) |
SIPCO is Century Yard, Cricket Square, P.O. Box 1111, Grant Cayman KY1-1102, Cayman Islands, BWI
|
(iv) |
Investcorp is Century Yard, Cricket Square, P.O. Box 1111, Grant Cayman KY1-1102, Cayman Islands, BWI
|
(i) |
IBDC is investing in companies that provide financial services
|
(ii) |
ICM is advising companies that provide financial services
|
(iii) |
SIPCO is a passive holding company that has no operations and no employees
|
(iv) |
Investcorp, through its subsidiaries, acts as a principal and intermediary in international investment transactions
|
(i) |
IBDC – Cayman Islands
|
(ii) |
ICM – Delaware
|
(iii) |
SIPCO – Cayman Islands
|
(iv) |
Investcorp – Cayman Islands
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Trade Date
|
Entity
|
Purchase or Sale
|
Quantity
|
Weighted Average Price
|
Price Ranges
|
||||||
10/2/19
|
ICM
|
Purchase
|
2,000
|
$
|
6.5475
|
$6.45 – $6.64
|
|||||
10/3/19
|
ICM
|
Purchase
|
920
|
$ |
6.5040
|
$6.48 – $6.515
|
INVESTCORP BDC HOLDINGS LIMITED, by The Director Ltd.
|
INVESTCORP CREDIT MANAGEMENT US LLC
|
|||
By:
|
/s/ Toni Pinkerton
|
By:
|
/s/ Patrick Maloney
|
|
Name: Toni Pinkerton
|
Name: Patrick Maloney
|
|||
Title: Director
|
Title: General Counsel
|
|||
SIPCO HOLDINGS LIMITED
|
INVESTCORP S.A.
|
|||
By:
|
/s/ Rasha Sabkar
|
By:
|
/s/ Daniele Vecchi
|
|
Name: Rasha Sabkar
|
Name: Daniele Vecchi
|
|||
Title: Director
|
Title: Director
|
Name
|
Present
Business Address |
Present
Principal Occupation |
Citizenship
|
|||
Rishi Kapoor
|
Investcorp House
P.O. Box 5340
Manama Kingdom of Bahrain |
Director
|
Indian
|
|||
HE Mohammed Bin Mahfoodh Alardhi
|
Investcorp House
P.O. Box 5340
Manama Kingdom of Bahrain |
Director.
|
Omani
|
|||
Daniele Vecchi
|
Investcorp House
P.O. Box 5340
Manama Kingdom of Bahrain |
Director.
|
Italian
|
|||
Rasha Sabkar
|
Investcorp House
P.O. Box 5340
Manama Kingdom of Bahrain |
Director
|
Bahraini
|
Name
|
Position
|
Present
Business Address |
Present
Principal Occupation |
Citizenship
|
||||
Rishi Kapoor
|
Chief Financial Officer
|
Investcorp House
P.O. Box 5340
Manama Kingdom of Bahrain |
Co-Chief Executive Officer of Investcorp Holdings S.A.
|
Indian
|
||||
Paget-Brown Trust Company Ltd.
|
Assistant Secretary
|
PO Box 1111
George Town
Grand Cayman KY1-1102
Cayman Islands
|
Providing Corporate Management Services
|
Cayman Islands
|
||||
Rasha Sabkar
|
Secretary
|
Investcorp House
P.O. Box 5340
Manama Kingdom of Bahrain |
Secretary of Investcorp Holdings S.A.
|
Bahraini
|
||||
HE Mohammed Bin Mahfoodh Alardhi
|
Executive Chairman
|
Investcorp House
P.O. Box 5340
Manama Kingdom of Bahrain |
Executive Chairman of Investcorp Holdings S.A.
|
Omani
|
||||
Hazem Ben-Gacem
|
Co-Chief Executive Officer
|
Investcorp House
P.O. Box 5340
Manama Kingdom of Bahrain |
Co-Chief Executive Officer of Investcorp Holdings S.A.
|
British
|
Name
|
Present
Business Address |
Present
Principal Occupation |
Citizenship
|
|||
Mohammed Bin Mahfoodh Alardhi
|
Investcorp House
P.O. Box 5340
Manama Bahrain |
Director
|
Omani
|
|||
Rasha Sabkar
|
Investcorp House
P.O. Box 5340
Manama Kingdom of Bahrain |
Director
|
Bahraini
|
|||
Mark Horncastle
|
Investcorp International Ltd
48 Grosvenor Street
London W1K 3HW UK
|
Director
|
British
|
|||
Ghassan Abdulaal
|
Investcorp House
P.O. Box 5340
Manama Bahrain |
Director
|
Bahraini
|
|||
Jan Erik Back
|
Investcorp House
P.O. Box 5340
Manama Bahrain |
Director
|
Swedish
|
Name
|
Position
|
Present
Business Address |
Present
Principal Occupation |
Citizenship
|
||||
Paget-Brown Trust Company Ltd.
|
Secretary
|
Boundary Hall
Cricket Square P.O. Box 1111 George Town, Grand Cayman KY1-1102, Cayman Islands |
Providing Corporate
Management Services
|
Cayman Islands
|
||||
Jan Erik Back
|
Chief Financial
Officer
|
Investcorp House
P.O. Box 5340
Manama Bahrain |
Chief Financial Officer of Investcorp Holdings S.A..
|
Swedish
|
||||
Mohammed Bin Mahfoodh Alardhi
|
Executive Chairman And Chief Executive Officer
|
Investcorp House
P.O. Box 5340
Manama Bahrain |
Executive Chairman of Investcorp Holdings S.A..
|
Omani
|
||||
Mark Horncastle
|
Assistant Secretary and General Counsel
|
Investcorp International Ltd
48 Grosvenor Street
London W1K 3HW UK
|
General Counsel of Investcorp Holdings S.A.
|
British
|
Name
|
Present
Business Address |
Present
Principal Occupation |
Citizenship
|
|||
The Director Limited
|
Boundary Hall
Cricket Square
P.O. Box 1111
George Town,
Grand Cayman KY1-1102,
Cayman Islands
|
Director
|
Cayman Islands
|
Name
|
Position
|
Present
Business Address |
Present
Principal Occupation |
Citizenship
|
||||
Paget-Brown Trust Company Ltd.
|
Secretary
|
Boundary Hall
Cricket Square P.O. Box 1111 George Town, Grand Cayman KY1-1102, Cayman Islands |
Providing Corporate
Management Services
|
Cayman Islands
|
Name
|
Present
Business Address |
Present
Principal Occupation |
Citizenship
|
|||
Investcorp International Holdings, Inc.
|
280 Park Avenue
Floor 39
New York, NY 10017
|
Director
|
US
|
Name
|
Position
|
Present
Business Address |
Present
Principal Occupation |
Citizenship
|
||||
James A. Feeley III
|
Co Head ICM US
|
Investcorp International Holdings, Inc.
280 Park Avenue
Floor 39
New York, NY 10017
|
Co Head ICM UC
|
US
|
||||
Michael Mauer
|
Co Head ICM Us
|
Investcorp International Holdings, Inc.
280 Park Avenue
Floor 39
New York, NY 10017
|
Co Head ICM US
|
US
|
||||
Patrick Maloney
|
General Counsel & Chief Compliance Officer
|
Investcorp International Holdings, Inc.
280 Park Avenue
Floor 39
New York, NY 10017
|
General Counsel & Chief Compliance Officer
|
US
|
||||
Gene Basov
|
Chief Financial Officer
|
Investcorp International Holdings, Inc.
280 Park Avenue
Floor 39
New York, NY 10017
|
Chief Financial Officer
|
US
|
INVESTCORP CREDIT MANAGEMENT US LLC
|
||
By:
|
/s/ Gene Basov
|
|
Name: Gene Basov
|
||
Title: CFO
|
CYRUS OPPORTUNITIES MASTER FUND II, LTD.
|
|||
CRESCENT 1, L.P.
|
|||
CRS MASTER FUND, L.P.
|
|||
CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.
|
|||
By:
|
Cyrus Capital Partners, L.P., as investment manager
|
||
By:
|
/s/ ]David A. Milich
|
||
Name: David A. Milich
|
|||
Title: Authorized Signatory
|
Stockholder
|
No. of Shares
|
Cyrus Opportunities Master Fund II, Ltd.
|
2,077,092
|
Crescent 1, L.P.
|
717,819
|
CRS Master Fund, L.P.
|
645,274
|
Cyrus Select Opportunities Master Fund, Ltd.
|
378,001
|
Total
|
3,818,186
|
INVESTCORP BDC HOLDINGS LIMITED
|
|
By: The Director Ltd.,
|
|
/s/ Toni Pinkerton
|
|
Name: Toni Pinkerton
|
|
Title: Director
|
CYRUS OPPORTUNITIES MASTER FUND II, LTD.
|
|||
CRESCENT 1, L.P.
|
|||
CRS MASTER FUND, L.P.
|
|||
CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.
|
|||
By:
|
Cyrus Capital Partners, L.P., as investment manager
|
||
By:
|
/s/ Jennifer M. Pulick
|
||
Name: Jennifer M. Pulick
|
|||
Title: Authorized Signatory
|
Stockholder
|
No. of Shares
|
Cyrus Opportunities Master Fund II, Ltd.
|
2,077,092
|
Crescent 1, L.P.
|
717,819
|
CRS Master Fund, L.P.
|
645,274
|
Cyrus Select Opportunities Master Fund, Ltd.
|
378,001
|
Total
|
3,818,186
|
INVESTCORP CREDIT MANAGEMENT US LLC
|
||
By:
|
/s/ Gene Basov
|
|
Name: Gene Basov
|
||
Title: CFO
|
STIFEL VENTURE CORP.
|
||
By:
|
/s/ Victor J. Nesi
|
|
Name: Victor J. Nesi
|
||
Title: Vice President
|
INVESTCORP BDC HOLDINGS LIMITED
|
|
By: The Director Ltd.,
|
|
/s/ Toni Pinkerton
|
|
Name: Toni Pinkerton
|
|
Title: Director
|
STIFEL VENTURE CORP.
|
||
By:
|
/s/ Victor Nesi
|
|
Name: Victor Nesi
|
||
Title: Vice President
|
INVESTCORP BDC HOLDINGS LIMITED, by The Director Ltd.
|
INVESTCORP CREDIT MANAGEMENT US LLC
|
|||
By:
|
/s/ Toni Pinkerton
|
By:
|
/s/ Patrick Maloney
|
|
Name: Toni Pinkerton
|
Name: Patrick Maloney
|
|||
Title: Director
|
Title: General Counsel
|
|||
SIPCO HOLDINGS LIMITED
|
INVESTCORP S.A.
|
|||
By:
|
/s/ Rasha Sabkar
|
By:
|
/s/ Daniele Vecchi
|
|
Name: Rasha Sabkar
|
Name: Daniele Vecchi
|
|||
Title: Director
|
Title: Director
|