Filing Details

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1	NAMES OF REPORTING PERSONS
	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
			5,790,275.743
		8	SHARED VOTING POWER
			376,367.688
		9	SOLE DISPOSITIVE POWER
			5,790,275.743
		10	SHARED DISPOSITIVE POWER
			376,367.688
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,166,643.431
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)
	17.35%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Based on 35,549,112 shares of Common Stock issued and outstanding effective November 6, 2019 (as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2019). If this calculation were based on the total number of shares of Common Stock that will be issued and outstanding effective on or around December 26, 2019, which is 36,769,223 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on December 16, 2019), the percentage of Common Stock of the Issuer that would be beneficially owned, in the aggregate, by NCB and NCBCC would be 16.77%.  Please see Item 5 below.

This Amendment No. 5 (“Amendment No. 5”) amends the Schedule 13D originally filed with SEC on May 14, 2019 ( the “Original Schedule 13D”), and is filed by the Reporting Persons with respect to the common stock, par value $0.01 per share (“Common Stock”) of TCG BDC II, Inc., a Maryland corporation (the “Issuer”).  Capitalized terms used herein but not defined shall have the meaning given to them in the Original Schedule 13D, unless otherwise indicated.

 

 

This Amendment No. 5 relates to Common Stock of the Issuer.  The address of the principal executive office of the Issuer is 520 Madison Avenue, 40th Floor, New York, NY 10022.

 

 

(a) This statement is being jointly filed by:

 

 

 

 

(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

 

Item 3 of the Original Schedule 13D is amended and supplemented as follows:

 

On December 13, 2019 (the “December 2019 Transaction Date”), (i) NCB acquired 198,682 shares of Common Stock of the Issuer in a private placement transaction by the Issuer, for an aggregate purchase price of $4,070,994.18, pursuant to a subscription agreement dated October 22, 2018 (“NCB Subscription Agreement”), and (ii) NCBCC acquired 12,914 shares of Common Stock of the Issuer in a private placement transaction, for an aggregate purchase price of $264,607.86, pursuant to a subscription agreement, dated October 22, 2018 (“NCBCC Subscription Agreement”). The purchase price for each of the transactions described in clauses (i) and (ii) above was funded by the working capital of NCB and NCBCC, respectively. 

 

 

Item 4 of the Original Schedule 13D is amended and supplemented as follows:

 

The purpose of the transactions described in Item 3 of this Amendment No. 5 to the Original Schedule 13D is to increase the Reporting Persons’ ownership of the Company through the acquisition of additional Common Stock, in accordance with their obligations under their respective 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 of the Original Schedule 13D is amended and supplemented as follows:

 

(a) and (b):  As of the December 2019 Transaction Date, NCB beneficially owned 6,166,643.431 shares of Common Stock of the Issuer, of which (i) 376,367.688 shares are held directly by NCBCC and (ii) 5,790,275.743 shares are held directly by NCB, which, in the aggregate, represents 17.35% of the issued and outstanding shares of Common Stock of the Issuer as of the date of this Amendment No. 5.  The percentage ownership was calculated based on 35,549,112 shares of Common Stock issued and outstanding effective November 6, 2019 (as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 28, 2109).  If this calculation were based on the total number of outstanding shares of Common Stock when these shares are issued on or around December 26, 2019, which is 36,769,223 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on December 16, 2019), the percentage of Common Stock of the Issuer, beneficially owned, in the aggregate, by NCB and NCBCC would be 16.77%. In Amendment No. 4 to the Original Schedule 13D, the amount of securities that was reported to have been beneficially owned as of the October 2019 Transaction Date by NCB was 5,995,047.431. This amount was the result of an inadvertent clerical error. The correct amount that should have been reported as owned on such Date by NCB was 5,955,047.431 shares of Common Stock of the Issuer.

 

NCB does not and will not direct NCBCC’s voting of Common Stock of the Issuer over which the Reporting Persons have shared voting power, as disclosed above.   NCBCC likewise does not and will not direct NCB’s voting of Common Stock over which they have shared voting power. Additionally, each of the Reporting Persons does and will control its own acquisition or disposition of such stock.  Each Reporting Person disclaims beneficial ownership of the reported shares of Common Stock of the Issuer held directly by the other Reporting Person.  Neither the filing of this Schedule 13D, as amended, 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 the Original Schedule 13D, Amendment No. 4 and this Amendment No. 5 thereto, 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.

 

 

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 of the Original Schedule 13D is amended and supplemented to add the following exhibit:

 

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: December 19, 2019

 

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:

 

 

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