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)

 

 

 

Muzinich & Co., Inc. is 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 the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of their respective executive officers, their respective directors, or any other persons controlling them 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 the Reporting Persons were acquired at an aggregate purchase price of $790,770.75 through a private placement transaction, as described further in Item 5 below. The funds used in such purchase were from available capital.

Item 4.     Purpose of Transaction.

Except as set forth herein, the Reporting Persons have 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. The Reporting Persons may, however, review their 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 the Reporting Persons' investment in the Common Stock, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer.  Subject to compliance with Section 12(d)(1)(E) of the Investment Company Act of 1940, as amended, and depending on various other 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, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, and/or otherwise changing their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D.  Muzinich US Private Debt, SCSp has entered into a subscription agreement dated August 23, 2019 with the Company, pursuant to which Muzinich US Private Debt, SCSp 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.

 

(1) Because Muzinich US Private Debt General Partner, S.à r.l. is the general partner of Muzinich US Private Debt, SCSp and, as such, has the authority to exercise voting or dispositive power with respect to the Shares owned by Muzinich US Private Debt, SCSp, each Reporting Person could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

All of the Shares reported herein were acquired in a private placement transaction (the "Transaction") on September 25, 2019 pursuant to a subscription agreement dated August 23, 2019 between the Company and Muzinich US Private Debt, SCSp. The Transaction involved the purchase of 7,907.708 shares of Common Stock at a price of $100 per share.

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

As discussed in Item 4 and Item 5 herein, Muzinich US Private Debt, SCSp has entered into a subscription agreement dated August 23, 2019 related to the Company's securities, 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. Muzinich US Private Debt, SCSp has also entered into an agreement with the Company dated August 23, 2019, a form of which is attached herein as Exhibit C and the terms of which are hereby incorporated by reference, whereby it undertakes to comply with the provisions of Section 12(d)(1)(E) of the Investment Company Act of 1940, as amended.

Item 7.     Materials Filed as Exhibits.

The following exhibits are attached hereto or incorporated by reference:

Exhibit A—Joint Filing Agreement

Exhibit B—Form of Subscription Agreement between Muzinich BDC, Inc. and Muzinich US Private Debt, SCSp (incorporated by reference to Exhibit 10.4 to the Company's Form 10 filed with the Securities and Exchange Commission on August 16, 2019)

Exhibit C—Form of Section 12(d)(1)(E) Investment Agreement between Muzinich BDC, Inc. and Muzinich US Private Debt, SCSp

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, the Reporting Persons expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.

SIGNATURES

The undersigned certify, 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 agree to the filing of this Statement on Schedule 13D.