Filing Details
- Accession Number:
- 0001011438-20-000073
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-12 16:05:11
- Filed By:
- Cyrus Capital Partners
- Company:
- Investcorp Credit Management Bdc Inc. (NASDAQ:ICMB)
- Filing Date:
- 2020-02-12
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| Cyrus Capital Partners | 0 | 3,818,186 | 0 | 3,818,186 | 3,818,186 | 27.8% |
| Cyrus Capital Partners GP | 0 | 3,818,186 | 0 | 3,818,186 | 3,818,186 | 27.8% |
| Stephen C. Freidheim | 0 | 3,818,186 | 0 | 3,818,186 | 3,818,186 | 27.8% |
| Crescent 1 | 0 | 717,819 | 717,819 | 0 | 717,819 | 5.2% |
| CRS Master Fund | 0 | 645,274 | 645,274 | 0 | 645,274 | 4.7% |
| Cyrus Opportunities Master Fund II, Ltd | 0 | 2,077,092 | 2,077,092 | 0 | 2,077,092 | 15.1% |
| Cyrus Select Opportunities Master Fund, Ltd | 0 | 378,001 | 378,001 | 0 | 378,001 | 2.8% |
| Cyrus Capital Advisors | 0 | 0 | 0 | 1,363,093 | 1,363,093 | 9.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________________________
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
______________________________________________
INVESTCORP CREDIT MANAGEMENT BDC, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
46090R104
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
______________________________________________
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| CUSIP No. 46090R104 | | |
| 1 | | NAME OF REPORTING PERSONS Cyrus Capital Partners, L.P. | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 | ||
| | 6 | | SHARED VOTING POWER 3,818,186 | |||
| | 7 | | SOLE DISPOSITIVE POWER 0 | |||
| | 8 | | SHARED DISPOSITIVE POWER 3,818,186 | |||
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,818,186 | ||||
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.8% ** | ||||
| 12 | | TYPE OF REPORTING PERSON* IA, PN | ||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| CUSIP No. 46090R104 | | |
| 1 | | NAME OF REPORTING PERSONS Cyrus Capital Partners GP, LLC | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 | ||
| | 6 | | SHARED VOTING POWER 3,818,186 | |||
| | 7 | | SOLE DISPOSITIVE POWER 0 | |||
| | 8 | | SHARED DISPOSITIVE POWER 3,818,186 | |||
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,818,186 | ||||
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.8% ** | ||||
| 12 | | TYPE OF REPORTING PERSON* OO, HC | ||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| CUSIP No. 46090R104 | | |
| 1 | | NAME OF REPORTING PERSONS Stephen C. Freidheim | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 | ||
| | 6 | | SHARED VOTING POWER 3,818,186 | |||
| | 7 | | SOLE DISPOSITIVE POWER 0 | |||
| | 8 | | SHARED DISPOSITIVE POWER 3,818,186 | |||
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,818,186 | ||||
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.8% ** | ||||
| 12 | | TYPE OF REPORTING PERSON* IN, HC | ||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| CUSIP No. 46090R104 | | |
| 1 | | NAME OF REPORTING PERSONS Crescent 1, L.P. | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 | ||
| | 6 | | SHARED VOTING POWER 717,819 | |||
| | 7 | | SOLE DISPOSITIVE POWER 717,819 | |||
| | 8 | | SHARED DISPOSITIVE POWER 0 | |||
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 717,819 | ||||
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% ** | ||||
| 12 | | TYPE OF REPORTING PERSON* PN | ||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| CUSIP No. 46090R104 | | |
| 1 | | NAME OF REPORTING PERSONS CRS Master Fund, L.P. | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 | ||
| | 6 | | SHARED VOTING POWER 645,274 | |||
| | 7 | | SOLE DISPOSITIVE POWER 645,274 | |||
| | 8 | | SHARED DISPOSITIVE POWER 0 | |||
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645,274 | ||||
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7% ** | ||||
| 12 | | TYPE OF REPORTING PERSON* PN | ||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| CUSIP No. 46090R104 | | |
| 1 | | NAME OF REPORTING PERSONS Cyrus Opportunities Master Fund II, Ltd. | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 | ||
| | 6 | | SHARED VOTING POWER 2,077,092 | |||
| | 7 | | SOLE DISPOSITIVE POWER 2,077,092 | |||
| | 8 | | SHARED DISPOSITIVE POWER 0 | |||
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,077,092 | ||||
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.1% ** | ||||
| 12 | | TYPE OF REPORTING PERSON* CO | ||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| CUSIP No. 46090R104 | | |
| 1 | | NAME OF REPORTING PERSONS Cyrus Select Opportunities Master Fund, Ltd. | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 | ||
| | 6 | | SHARED VOTING POWER 378,001 | |||
| | 7 | | SOLE DISPOSITIVE POWER 378,001 | |||
| | 8 | | SHARED DISPOSITIVE POWER 0 | |||
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 378,001 | ||||
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.8% ** | ||||
| 12 | | TYPE OF REPORTING PERSON* CO | ||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| CUSIP No. 46090R104 | | |
| 1 | | NAME OF REPORTING PERSONS Cyrus Capital Advisors, LLC | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER 0 | ||
| | 6 | | SHARED VOTING POWER 0 | |||
| | 7 | | SOLE DISPOSITIVE POWER 0 | |||
| | 8 | | SHARED DISPOSITIVE POWER 1,363,093 | |||
| 9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,363,093 | ||||
| 10 | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9% ** | ||||
| 12 | | TYPE OF REPORTING PERSON* OO | ||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
AMENDMENT NO. 3 TO SCHEDULE 13G
This Amendment No. 3 to the Schedule 13G (this “Amendment”) is being filed on behalf of Cyrus Capital Partners, L.P., a Delaware limited partnership (the “Investment Manager”), Mr. Stephen C. Freidheim, the principal of
the Investment Manager, Crescent 1, L.P., a Delaware limited partnership (the “Crescent Fund”), CRS Master Fund, L.P., a Cayman Islands exempted limited partnership (the “CRS Fund”), Cyrus Opportunities Master Fund II, Ltd., a Cayman Islands exempted
limited company (the “Opportunities II Fund”), Cyrus Select Opportunities Master Fund, Ltd., a Cayman Islands exempted limited company (the “Select Fund”), Cyrus Capital Advisors, LLC, a Delaware limited liability company that serves as the general
partner of the Crescent Fund and the CRS Fund (the “General Partner”), and Cyrus Capital Partners GP, LLC, a Delaware limited liability company that serves as the general partner of the Investment Manager and the managing member of the General
Partner (the “GP of the Investment Manager,” and together with the Investment Manager, the General Partner, Mr. Freidheim, the Crescent Fund, the CRS Fund, the Opportunities II Fund and the Select Fund, the “Reporting Persons”), relating to Common
Stock, $0.001 par value (“Common Stock”), of Investcorp Credit Management BDC, Inc., a Maryland corporation (the “Issuer”).
This Amendment relates to the Common Stock of the Issuer held by the Crescent Fund, the CRS Fund, the Opportunities II Fund and the Select Fund (collectively, the “Cyrus Funds”). The Investment Manager serves as the
investment adviser to the Cyrus Funds and may direct the voting and disposition of the 3,818,186 shares of Common Stock held by the Cyrus Funds. As the general partner of the investment adviser to the Cyrus Funds, the GP of the Investment Manager may
direct the voting and disposition of the 3,818,186 shares of Common Stock held by the Cyrus Funds. As the principal of the Investment Manager, Mr. Freidheim may direct the voting and disposition of the 3,818,186 shares of Common Stock held by the
Cyrus Funds. The General Partner is the general partner of the Crescent Fund and the CRS Fund and, to the extent the General Partner can decide to terminate each of the investment management agreements that exists between the Investment Manager and
each of the Crescent Fund and CRS Fund, may direct the voting and disposition of the 1,363,093 shares of Common Stock held by the Crescent Fund and the CRS Fund. This Amendment modifies the original Schedule 13G filed with the Securities and Exchange
Commission (“SEC”) on February 12, 2015 by the Reporting Persons, as amended on February 12, 2016 and February 12, 2018 (the “Schedule 13G”).
This Amendment amends and restates the Schedule 13G as set forth below.
| Item 1(a) | Name of Issuer. |
Investcorp Credit Management BDC, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
280 Park Avenue, 39th Floor
New York, New York 10017
| Item 2(a) | Name of Person Filing. |
| | (1) | Cyrus Capital Partners, L.P. |
| | (2) | Cyrus Capital Partners GP, LLC |
| | (3) | Mr. Stephen C. Freidheim |
| | (4) | Crescent 1, L.P. |
| | (5) | CRS Master Fund, L.P. |
| | (6) | Cyrus Opportunities Master Fund II, Ltd. |
| | (7) | Cyrus Select Opportunities Master Fund, Ltd. |
| | (8) | Cyrus Capital Advisors, LLC |
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
For all filers:
65 East 55th Street, 35th Floor
New York, New York 10022
| Item 2(c) | Citizenship or Place of Organization. |
| | (1) | Cyrus Capital Partners, L.P. is a Delaware limited partnership. |
| | (2) | Cyrus Capital Partners GP, LLC is a Delaware limited liability company. |
| | (3) | Stephen C. Freidheim is a United States citizen. |
| | (4) | Crescent 1, L.P. is a Delaware limited partnership. |
| | (5) | CRS Master Fund, L.P. is a Cayman Islands exempted limited partnership. |
| | (6) | Cyrus Opportunities Master Fund II, Ltd. is a Cayman Islands exempted limited company. |
| | (7) | Cyrus Select Opportunities Master Fund, Ltd. is a Cayman Islands exempted limited company. |
| | (8) | Cyrus Capital Advisors, LLC is a Delaware limited liability company. |
| Item 2(d) | Title of Class of Securities. |
Common Stock, $0.001 par value (“Common Stock”).
| Item 2(e) | CUSIP Number. |
46090R104
| Item 3 | Reporting Person. |
Inapplicable.
| Item 4 | Ownership. |
| | (a) | The Crescent Fund is the direct holder of 717,819 shares of Common Stock. |
The CRS Fund is the direct holder of 645,274 shares of Common Stock.
The Opportunities II Fund is the direct holder of 2,077,092 shares of Common Stock.
The Select Fund is the direct holder of 378,001 shares of Common Stock.
The Investment Manager is the beneficial owner of 3,818,186 shares of Common Stock held by the Cyrus Funds.
The GP of the Investment Manager is the beneficial owner of 3,818,186 shares of Common Stock held by the Cyrus Funds.
Mr. Freidheim is the beneficial owner of 3,818,186 shares of Common Stock held by the Cyrus Funds.
The General Partner may be deemed to beneficially own 1,363,093 shares of Common Stock held by the Crescent Fund and the CRS Fund as a result of being the general partner of the Crescent Fund and the CRS Fund.
| | (b) | The Crescent Fund is the direct holder of 5.2% of the outstanding shares of Common Stock. |
The CRS Fund is the direct holder of 4.7% of the outstanding shares of Common Stock.
The Opportunities II Fund is the direct holder of 15.1% of the outstanding shares of Common Stock.
The Select Fund is the direct of 2.8% of the outstanding shares of Common Stock.
The Investment Manager is the beneficial owner of 27.8% of the outstanding shares of Common Stock.
The GP of the Investment Manager is the beneficial owner of 27.8% of the outstanding shares of Common Stock.
Mr. Freidheim is the beneficial owner of 27.8% of the outstanding shares of Common Stock.
The General Partner may be deemed to beneficially own 9.9% of the outstanding shares of Common Stock.
These percentages are determined by dividing the number of shares of Common Stock held and/or beneficially owned by each of the Reporting Persons as of December 31, 2019 by 13,738,532, which is the sum of the 13,625,032
shares of Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 12, 2019, and the 113,500 shares of Common Stock that were issued on December 4, 2019, as reported in the Issuer’s Form
8-K filed with the SEC on December 5, 2019.
| | (c) | The Crescent Fund may be deemed to direct the voting and disposition of the 717,819 shares of Common Stock that it holds directly. |
The CRS Fund may be deemed to direct the voting and disposition of the 645,274 shares of Common Stock that it holds directly.
The Opportunities II Fund may be deemed to direct the voting and disposition of the 2,077,092 shares of Common Stock that it holds directly.
The Select Fund may be deemed to direct the voting and disposition of the 378,001 shares of Common Stock that it holds directly.
The Investment Manager, as the investment adviser to the Cyrus Funds, and the GP of the Investment Manager, as the general partner of the Investment Manager, may direct the voting and disposition of the 3,818,186 shares of
Common Stock held by the Cyrus Funds. As the principal of the Investment Manager, Mr. Freidheim may direct the voting and disposition of the 3,818,186 shares of Common Stock held by the Cyrus Funds. As the general partner of the Crescent Fund and the
CRS Fund, to the extent the General Partner can decide to terminate each of the investment management agreements that exists between the Investment Manager and each of the Crescent Fund and CRS Fund, the General Partner may direct the voting and
disposition of the 1,363,093 shares of Common Stock held by the Crescent Fund and the CRS Fund.
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
The Reporting Persons may be deemed to be a group.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| Item 10 | Certification. |
Inapplicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2020
| CYRUS CAPITAL PARTNERS, L.P. | |||
| By: | | Cyrus Capital Partners GP, LLC, its general partner | |
| By: | | /s/ Stephen C. Freidheim | |
| | Stephen C. Freidheim | ||
| | Sole Member/Manager | ||
| CYRUS CAPITAL PARTNERS GP, LLC | |||
| By: | | /s/ Stephen C. Freidheim | |
| | Stephen C. Freidheim | ||
| | Sole Member/Manager | ||
| /s/ Stephen C. Freidheim | |||
| Stephen C. Freidheim | |||
| CRESCENT 1, L.P. | |||
| By: | | Cyrus Capital Advisors, LLC, its general partner | |
| By: | | Cyrus Capital Partners GP, LLC, its managing member | |
| By: | | /s/ Stephen C. Freidheim | |
| | Stephen C. Freidheim | ||
| | Sole Member/Manager | ||
| CRS MASTER FUND, L.P. | |||
| By: | | Cyrus Capital Advisors, LLC, its general partner | |
| By: | | Cyrus Capital Partners GP, LLC, its managing member | |
| By: | | /s/ Stephen C. Freidheim | |
| | Stephen C. Freidheim | ||
| | Sole Member/Manager | ||
| CYRUS OPPORTUNITIES MASTER FUND II, LTD. | |||
| By: | | /s/ Stephen C. Freidheim | |
| | Stephen C. Freidheim | ||
| | Authorized Signatory | ||
| CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD. | |||
| By: | | /s/ Stephen C. Freidheim | |
| | Stephen C. Freidheim | ||
| | Authorized Signatory | ||
| CYRUS CAPITAL ADVISORS, LLC | |||
| By: | | Cyrus Capital Partners GP, LLC, its managing member | |
| By: | | /s/ Stephen C. Freidheim | |
| | Stephen C. Freidheim | ||
| | Sole Member/Manager | ||