Filing Details

MUZINICH BDC, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

N/A

(CUSIP Number)

Paul Fehre c/o Muzinich & Co., Inc. 450 Park Avenue  New York, New York 10022 (212) 888-3413

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 25, 2019

(Date of Event which Requires Filing of this Statement)

^* 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.

 

 

Item 1.     Security and Issuer.

This Statement on Schedule 13D relates to the Common Stock (the "Shares") of Muzinich BDC, Inc. (the "Company").  The address of the principal executive office of the Company is 450 Park Avenue, New York, New York 10022.

Item 2.     Identity and Background.

This statement is being filed by Muzinich & Co., Inc., a Delaware corporation. The address of the principal executive office of Muzinich & Co., Inc., is 450 Park Avenue, New York, New York 10022.

Muzinich & Co., Inc. is principally engaged in the business of serving as an investment manager specializing in corporate credit investment portfolios and other credit-based investment strategies.

During the last five years, neither of Muzinich & Co., Inc., nor, to the best knowledge of Muzinich & Co., Inc., any of its executive officers, its directors, or any other persons controlling it has: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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 violation with respect to such laws.

Item 3.     Source and Amount of Funds or Other Consideration.

The Shares herein reported as being beneficially owned by Muzinich & Co., Inc. were acquired at an aggregate purchase price of $95,229.25, through private placement transactions, as described further in Item 5 below. The funds used in such purchases were from available capital.

Item 4.     Purpose of Transaction.

Except as set forth herein, Muzinich & Co., Inc. has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.  Muzinich & Co., Inc. intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management, the Board of Directors of the Issuer (the "Board"), other shareholders of the Issuer and other relevant parties with respect to Muzinich & Co., Inc.’s investment in the Common Stock, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to Muzinich & Co., Inc., conditions in the securities market and general economic and industry conditions, Muzinich & Co., Inc. may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of its shares of Common Stock and/or otherwise changing its intentions with respect to any and all matters referred to in Item 4 of Schedule 13D. Muzinich & Co., Inc. has entered into a subscription agreement dated August  23, 2019 with the Company, pursuant to which Muzinich & Co., Inc. is committed to acquire additional Shares as capital is drawn by the Company in accordance with such subscription agreement.

Item 5.     Interest in Securities of the Issuer.

 

On August 6, 2019, Muzinich & Co., Inc. acquired 10 of the Shares reported herein at a price of $100 per Share in a private placement transaction.  The remaining 942.293 Shares reported herein were acquired pursuant to a private placement transaction on September 25, 2019 at a price of $100 per Share pursuant to a subscription agreement dated August 23, 2019 between the Company and Muzinich & Co., Inc.

Item 6.     Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer.

As discussed in Item 4 and Item 5 herein, Muzinich & Co., Inc. has entered into a subscription agreement related to the Shares, a form of which is attached as Exhibit 10.4 to the Company's Form 10 filing dated August 16, 2019 and the terms of which are hereby incorporated by reference.

Item 7.     Materials Filed as Exhibits.

The following exhibit is incorporated by reference:

Exhibit A – Form of Subscription Agreement between Muzinich BDC, Inc. and Muzinich & Co., Inc. (incorporated by reference to Exhibit 10.4 to the Company's Form 10 filed with the Securities and Exchange Commission on August 16, 2019)

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, Muzinich & Co., Inc. expressly disclaims the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by Muzinich & Co., Inc. that it is the beneficial owner of such securities.

 SIGNATURES

The undersigned certifies, after reasonable inquiry and to the best knowledge and belief of the undersigned, that the information set forth in this Statement is true, complete and correct.  The undersigned agrees to the filing of this Statement on Schedule 13D.