Filing Details

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* Based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2020). Please see Items 3 and 5, below.

1	NAMES OF REPORTING PERSONS
	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
			5,693,182.802
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,693,182.802
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,693,182.802
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)
	11.60%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on December 21, 2020). See Items 3 and 5, below.

1	NAMES OF REPORTING PERSONS
	NCB Capital Credit Fund I L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,175,921.121
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,175,921.121
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,175,921.121
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)
	10.55%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* Based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer as reported in its Current Report on Form 8-K filed with the SEC on December 21, 2020).

See Items 3 and 5, below.

1	NAMES OF REPORTING PERSONS
	NCB Capital Credit Fund I GP Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,175,921.121
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,175,921.121
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,175,921.121
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)
	10.55%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer as reported in its Current Report on Form 8-K filed with the SEC on December 21, 2020). See Items 3 and 5, below.

This Amendment No. 9 (“Amendment No. 9”) amends the Schedule 13D originally filed with the 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.

 

Item 1.

Security and Issuer

 

This Amendment No. 9 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.

 

Item 2.

Identity and Background

 

Item 2 of the Original Schedule 13D is amended and supplemented as follows:

 

(a) This statement is being filed collectively by:

 

 

 

 

 

NCB is the parent entity of NCBCC, which is in turn the sole shareholder of the Credit Fund GP, the general partner of the Credit Fund.

 

(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. The principal business office of each of the Credit Fund and the Credit Fund GP is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008.

 

(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. The principal business of the Credit Fund is to acquire shares of the Issuer’s Common Stock from NCB in a series of tranches, solely for investment purposes. The principal business of the Credit Fund GP is acting as the general partner of the Credit Fund. 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, none of 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 of the Original Schedule 13D is amended and supplemented as follows:

 

On October 8, 2018, NCB and the Credit Fund GP, acting on behalf of the Credit Fund, entered into that certain BDC Share Option Agreement, dated October 8, 2018 (the “Option Agreement”). Pursuant to the Option Agreement, NCB granted the Credit Fund an option to purchase the equivalent of up to $200,000,000 in shares of the Issuer owned by NCB on or about June 30, 2019, solely for investment purposes.

On November 26, 2020, in accordance with the Option Agreement, the Credit Fund provided an Option Notice and Acknowledgement (the “Option Notice”) to NCB, indicating that the Credit Fund intended to purchase 5,175,921.121 shares of Common Stock of the Issuer from NCB. On November 26, 2020, pursuant to a terms of a subscription agreement and the Option Agreement – each dated November 26, 2020 -- NCB transferred 5,175,921.121 shares of Common Stock of the Issuer to the Credit Fund (the “Transferred Shares”) for an aggregate purchase price of $99,740,000  (the “November 2020 Transfer”). The Option Agreement provides that the Credit Fund has full legal and beneficial ownership of the Transferred Shares. The purchase price for the November 2020 Transfer was funded by capital contributions from the limited partners of the Credit Fund.

The descriptions of the Option Notice and the Option Agreement as set forth in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the Option Notice and the Option Agreement, which are included in this Amendment No. 9 as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated herein by reference.

On December 17, 2020, (i) NCB acquired 249,563 shares of Common Stock of the Issuer in a private placement transaction by the Issuer, for an aggregate purchase price of $4,893,930.43, pursuant to a subscription agreement dated October 22, 2018 (“NCB Subscription Agreement”), and (ii) NCBCC acquired 16,221 shares of Common Stock of the Issuer in a private placement transaction, for an aggregate purchase price of $318,093.81, pursuant to a subscription agreement, dated October 22, 2018 (“NCBCC Subscription Agreement”) (collectively, the “December 2020 Purchases”). 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 Credit Fund was established to acquire (in a series of tranches) shares of Common Stock of the Issuer held by NCB, solely for investment purposes. The purpose of the November 2020 Transfer – which is the first such purchase under the subscription agreement and the Option Agreement, respectively -- is to transfer such shares from NCB to the Credit Fund in accordance with the Credit Fund’s purpose.  See Items 2 and 3, above.

 

The purpose of the December 2020 Purchases is to increase certain of the Reporting Persons’ ownership of the Company through the acquisition of additional shares of Common Stock of the Issuer, in accordance with their obligations under their respective subscription agreements. For the avoidance of doubt, neither the Credit Fund nor the Credit Fund GP purchased shares of such Common Stock  from the Issuer in connection with the December 2020 Purchases.

 

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 December 30, 2020, NCB beneficially owned 8,476,533.622 shares of Common Stock of the Issuer, of which (i) 517,346.781 shares are held directly by NCBCC, (ii) 2,783,265.72 shares are held directly by NCB, and (iii) 5,175,921.121 shares are held directly by the Credit Fund, which, in the aggregate, represents 17.28% of the issued and outstanding shares of Common Stock of the Issuer as of the date of this Amendment No. 9.  The percentage ownership was calculated based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on December 21, 2020).

 

NCB does not and will not direct NCBCC’s or the Credit Fund’s voting of Common Stock of the Issuer over which the Reporting Persons have shared voting power, as disclosed above.  NCBCC and the Credit Fund likewise do 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 Persons.  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 this Amendment No. 9, 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.

 

 

The information set forth under Item 3 of this Amendment No. 9 is incorporated herein by reference.

Except as disclosed in this Amendment No. 9, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among 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 exhibits:

 

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: January 13, 2021

 

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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