Filing Details
- Accession Number:
- 0001140361-19-009114
- Form Type:
- 13D Filing
- Publication Date:
- 2019-05-14 16:42:13
- Filed By:
- National Commercial Bank
- Company:
- Carlyle Credit Solutions Inc.
- Filing Date:
- 2019-05-14
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The National Commercial Bank | 3,263,679 | 212,139 | 3,263,679 | 212,139 | 3,475,819 | 20.30% |
| NCB Capital Company | 0 | 212,139 | 0 | 212,139 | 212,139 | Less than 0.10% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TGC BDC II, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
N/A
(CUSIP Number)
Sanjay Aarwal
Chief Financial Officer, NCB Capital (DIFC) Limited
1904, Level 19, Index Tower (East wing)
Dubai International Financial Centre
Dubai, United Arab Emirates
Ph: +971 4 3184800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 26, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☒.
* 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
| CUSIP No. N/A | 13D |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| The National Commercial Bank | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Saudi Arabia | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 3,263,679.743 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 212,139.688 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 3,263,679.743 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 212,139.688 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,475,819.431 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 20.30%* | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
* Based on 17,124,956 shares of Common Stock outstanding as of March 20, 2019, as disclosed by the Issuer in its definitive proxy statement filed
with the Securities and Exchange Commission (“SEC”) on April 12, 2019. If this calculation were based on the total number of outstanding shares of Common Stock at May 8, 2019, which is 20,260,641 (as disclosed in the Issuer's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2019, filed with the SEC on May 8, 2019), the percentage of Common Stock of the Issuer, beneficially owned, in the aggregate, by NCB and NCBCC (as defined herein) would be 17.16%. Please see
Item 5, below.
| CUSIP No. N/A | 13D |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| NCB Capital Company | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Saudi Arabia | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 212,139.688 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 212,139.688 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 212,139.688 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| Less than 0.10%* | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
*Based on 17,124,956 shares of Common Stock outstanding as of March 20, 2019 as disclosed by the Issuer in its definitive proxy statement filed
with the SEC on April 12, 2019.
| Item 1. | Security and Issuer |
This statement on Schedule 13D relates to the Common Stock, par value $0.01 per share (“Common Stock”) of TCG BDC II, Inc., a Maryland corporation (the “Issuer”). The address of the principal executive office of the Issuer is
520 Madison Avenue, 40th Floor, New York, NY 10022.
| Item 2. | Identity and Background |
(a) This statement is being jointly filed by:
| i. | The National Commercial Bank (“NCB”); and |
| ii. | The NCB Capital Company (“NCBCC”) (the entities listed in subparagraphs (i) and (ii) are
jointly referred to herein as the “Reporting Persons” and each individually as a “Reporting
Person”) |
NCB is the parent entity of
NCBCC.
(b) The principal business office of NCB is King Abdul Aziz
Street, P.O. Box 3555, Jeddah, Saudi Arabia 21481. The principal business office of NCBCC is 4th Floor, Tower B, NCB Regional Building, King Saud Road, P.O. Box 22216, Riyadh, Saudi Arabia 11495.
(c) The principal business of NCB is to provide various banking
products and services in Saudi Arabia. The principal business of NCBCC is to provide financial advisory services to clients in Saudi Arabia. Information regarding the executive officers, directors or other control persons of the Reporting Persons
is set forth on Schedule 1 attached hereto, which Schedule is hereby incorporated by reference.
(d) (e) During the last five years, neither the Reporting Persons
nor, to the Reporting Persons’ knowledge, any of the persons identified on Schedule 1 hereto has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). During the last five years, neither the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the persons identified on Schedule 1
hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
On April 26, 2019 (the “Transaction Date”), (i) NCB acquired 194,781 shares of
Common Stock of the Issuer in a private placement transaction, for an aggregate purchase price of $4,072,870.71, pursuant to a subscription agreement, dated October 18, 2018 (the “NCB
Subscription Agreement”), and (ii) NCBCC acquired 12,661 shares of Common Stock of the Issuer in a private placement transaction, for an aggregate purchase price of $264,741.51, pursuant to a subscription agreement, dated October
22, 2018 (together with the NCB Subscription Agreement, the “Subscription Agreements”). The purchase price for each of the transactions described in clauses (i) and (ii)
above were funded by the working capital of NCB and NCBCC, respectively. Immediately prior to the Transaction Date, the Reporting Persons beneficially owned, in the aggregate, 3,268,377.431 shares of Common Stock, of which 273.431 shares were
acquired by the Reporting Persons, in the aggregate, pursuant to a pro rata distribution for no consideration effected March 25, 2019, in accordance with the terms of the Subscription Agreements.
| Item 4. | Purpose of Transaction |
The information set forth under Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference.
The purpose of the transactions described in this Schedule 13D is to increase the Reporting Persons’ ownership of the Company through
acquisition of additional Common Stock, in accordance with their obligations under the Subscription Agreements.
The Reporting Persons have not acquired the shares of Common Stock of the Issuer with any purpose, or with the effect of, changing or
influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Except as disclosed herein, the Reporting Persons have no present plans or proposals that relate to, or that would
result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
| Item 5. | Interest in Securities of the Issuer |
(a) (b) As of the April 26, 2019 Transaction Date, NCB
beneficially owned 3,475,819.431 shares of Common Stock of the Issuer, of which (i) 212,139.688 shares are held directly by NCBCC and (ii) 3,263,679.743 shares are held directly by NCB, which, in the aggregate, represents 20.30% of the issued
and outstanding shares of Common Stock of the Issuer. The percentage ownership was calculated based on 17,124,956 shares of Common Stock of the Issuer issued and outstanding as of March 20, 2019 as disclosed by the Issuer in its definitive
proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2019. If such percentage were calculated as of May 8, 2019, based on 20,260,641 shares of Common Stock outstanding as of May 8, 2019 (as disclosed in
the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 filed with the SEC on May 8, 2019), the percentage of Common Stock of the Issuer, beneficially owned, in the aggregate, by NCB and NCBCC would be 17.16%.
NCB will not direct the NCBCC’s voting of stock of the Issuer, and nor will the NCBCC direct the NCB’s voting of such stock.
Additionally, each of the Reporting Persons will control its own disposition of such stock. Each Reporting Person disclaims beneficial ownership of the reported shares of Common Stock of the Issuer except to the extent of such
Reporting Person’s pecuniary interest therein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission that the Reporting Persons constitute a “group” (within the meaning of Section 13(d)(3) of the Exchange
Act and Rule 13d-5 thereunder).
(c) Except as disclosed in this Schedule 13D, the Reporting
Persons have not effected any transaction in the shares of Common Stock of the Issuer during the past 60 days.
(d) No person other than the persons listed is known to have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the
best of their knowledge, any of the persons named in Schedule 1 hereto and any other person with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
| Item 7. | Material to Be Filed as Exhibits |
| Joint Filing Agreement, dated May 14, 2019. |
* Filed herewith.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: May 14, 2019
| THE NATIONAL COMMERCIAL BANK | |||
| By: | /s/ Ali Shubbar | ||
| Name: Ali Shubbar | |||
| Title: Head, Treasury Operations & Bahrain Operations | |||
| NCB CAPITAL COMPANY | |||
| By: | /s/ Wasim Fasihaldin | ||
| Name: Wasim Fasihaldin | |||
| Title: Chief Financial Officer | |||
Schedule 1
CONTROL PERSONS AND EXECUTIVE OFFICERS OF REPORTING PERSONS
The name, business address, country of citizenship, present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is conducted, of each of the executive officers and other control persons of the Reporting Persons are set forth below:
The National Commercial Bank
| Name and Business Address | Country of Citizenship | Capacity in which serves the Reporting Persons | Principal Occupation | Name, Principal Business and Address of Organization in which Principal Occupation is Conducted | ||||
| Ramzy Darwish | Saudi Arabia | Head Principal Strategies, Authorized Signatory | Head Principal Strategies | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia | ||||
| Ali Shubbar | Bahrain | Head, Treasury Operations & Bahrain Operations, Authorized Signatory | Head, Treasury Operations & Bahrain Operations, Authorized Signatory | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia | ||||
| Faisal Omar AlSakkaf | Saudi Arabia | Chief Executive Officer | Chief Executive Officer | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia | ||||
| Lama Ahmed Ghazzaoui | Saudi Arabia | Chief Finance Officer | Chief Finance Officer | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia | ||||
| Saeed Mohammed Al Ghamdi | Saudi Arabia | Chairman | Chairman | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia |
| Name and Business Address | Country of Citizenship | Capacity in which serves the Reporting Persons | Principal Occupation | Name, Principal Business and Address of Organization in which Principal Occupation is Conducted | ||||
| Rashid Ibrahim Sharif | Saudi Arabia | Deputy Chairman | Head of Domestic Investments | Public Investment Fund Ministry of Finance – Kingdom of Saudi Arabia Building, King Abdulaziz Road, 6th Floor, Al Wazarat Area, 6847, Saudi Arabia, Riyadh 11452 | ||||
| Anees Ahmed Moumina | Saudi Arabia | Director | Chief Executive Officer | Savola Group Savola Tower, Ashati District, Jedda, Prince Faisal Bin Fahd Road, Savola Group 2444 Taha Khusaifan-Ahati Unit No. 15. Jeddah 23511-7333 | ||||
| David Jeffrey Meek | United Kingdom | Director | Independent Director | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia | ||||
| Marshall Charles Bailey | United Kingdom | Director | Independent Director | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia | ||||
| Saud Sulaiman Al Juhani | Saudi Arabia | Director | Assistant Governor for Pensioners | Public Pension Agency PO Box 18364, Riyadh 11168, Saudi Arabia |
| Name and Business Address | Country of Citizenship | Capacity in which serves the Reporting Persons | Principal Occupation | Name, Principal Business and Address of Organization in which Principal Occupation is Conducted | ||||
| Mohammed Ali Al Hokal | Saudi Arabia | Independent Director | Independent Director | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia | ||||
| Ziad Mohamed Tunis | Saudi Arabia | Independent Director | Independent Director | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia | ||||
| Ziad Abdulrahman Al Gwaiz | Saudi Arabia | Independent Director | Independent Director | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia |
NCB Capital Company
| Name and Business Address | Country of Citizenship | Capacityin which serves the Reporting Persons | Principal Occupation | Name, Principal Business and Address of Organization in which Principal Occupation is Conducted | ||||
| Wisam Fasihaldin | Saudi Arabia | Chief Finance Officer | Chief Finance Officer | NCB Capital Company 4th floor, Tower B NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia | ||||
| Sarah Jammaz Al Suhaimi | Saudi Arabia | Chief Executive Officer/Director | Chief Executive Officer/Director | NCB Capital Company 4th floor, Tower B NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia | ||||
| David Jeffrey Meek | United Kingdom | Vice Chairman | Independent Director | NCB Capital Company 4th floor, Tower B NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia | ||||
| Saeed Mohammed Al Ghamdi | Saudi Arabia | Chairman | Chairman | The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia | ||||
| Tala Ahmed Al Suhaimi | Saudi Arabia | Director | Independent Director | NCB Capital Company 4th floor, Tower B NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia | ||||
| Adnan Adulfattah Soufi | Saudi Arabia | Director | Independent Director | NCB Capital Company 4th floor, Tower B NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia | ||||
| Abdullah Fahad Al Adbuljabbar | Saudi Arabia | Director | Independent Director | NCB Capital Company 4th floor, Tower B NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia |