Filing Details

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

TCG BDC II, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Sanjay Agarwal

Chief Financial Officer, NCB Capital (DIFC) Limited

Unit 1904A, Level 19, Index Tower (East wing)

 Dubai International Financial Centre

Dubai, United Arab Emirates

Ph: +971 4 3184800

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

 July 8, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☒.

* 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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Saudi National Bank (f/k/a 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
			2,213,951.151
		8	SHARED VOTING POWER
			6,683,985.471
		9	SOLE DISPOSITIVE POWER
			2,213,951.151
		10	SHARED DISPOSITIVE POWER
			6,683,985.471
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,897,936.622 (1)
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)
	17.28% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)  As of July 8, 2021, includes 6,683,985.471 shares directly owned by NCB Capital Company and NCB Capital Credit Fund I L.P.

(2) Based on 51,490,006 shares of Common Stock issued and outstanding as of June 29, 2021 (as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2021). Please see Item 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
			6,683,985.471 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,683,985.471 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,683,985.471 (1)
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)
	12.98% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) As of July 8, 2021, includes 6,140,918.69 shares directly owned by NCB Capital Credit Fund I L.P.

(2) Based on 51,490,006 shares of Common Stock issued and outstanding as of June 29, 2021 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on June 21, 2021). Please see Item 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
			6,140,918.69
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,140,918.69
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,140,918.69
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)
	11.92% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Based on 51,490,006 shares of Common Stock issued and outstanding as of June 29, 2021 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on June 21, 2021). Please see Item 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
			6,140,918.69
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,140,918.69
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,140,918.69
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)
	11.92% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 51,490,006 shares of Common Stock issued and outstanding as of June 29, 2021 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on June 21, 2021). Please see Item 5 below.

This Amendment No. 11 (“Amendment No. 11) 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. 11 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:

The entities listed above in subparagraphs (i) through (iv) are collectively referred to herein as the “Reporting Persons” and each individually as a “Reporting Person.”

SNB is the successor to NCB as of April 1, 2021, when NCB’s acquisition by merger of Samba Financial Group became legally effective. SNB 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 SNB 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, 190 Elgin Ave, George Town, Grand Cayman KY1-9008.

(c) The principal business of SNB 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 SNB 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 July 8, 2021, pursuant to the BDC Share Option Agreement, dated October 8, 2018 (the “Option Agreement”), between SNB (as successor to NCB) and the Credit Fund GP, acting on behalf of the Credit Fund, SNB transferred 964,997.569 shares of Common Stock of the Issuer to the Credit Fund (the “July 2021 Transferred Shares”) for an aggregate purchase price of $19,850,000  (the “July 2021 Transfer”). The Option Agreement provides that the Credit Fund has full legal and beneficial ownership of the July 2021 Transferred Shares. The purchase price for the July 2021 Transferred Shares was funded by capital contributions from the limited partners of the Credit Fund. SNB, as successor by merger to NCB, assumed all rights and obligations of NCB under the BDC Share Option Agreement.

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

As previously disclosed, the Credit Fund was established to acquire (in a series of tranches) shares of Common Stock of the Issuer held by SNB, solely for investment purposes. The purpose of the July 2021 Transfer – which is the second such purchase under the Option Agreement -- is to transfer such shares from SNB to the Credit Fund in accordance with the Credit Fund’s purpose.  See Items 2 and 3, above.

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 under the Exchange Act.

Item 5 of the Original Schedule 13D is amended and supplemented as follows:

(a) and (b):  As of July 8, 2021, SNB beneficially owned 8,897,936.622 shares of Common Stock of the Issuer, of which (i) 543,066.781 shares are held directly by NCBCC, (ii) 2,213,951.151 shares are held directly by SNB, and (iii) 6,140,918.69 shares are held directly by the Credit Fund and Credit Fund GP 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. 11. The percentage was calculated based on 51,490,006 shares of Common Stock issued and outstanding as of June 29, 2021 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on June 21, 2021).

SNB 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 SNB’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. 11, the Reporting Persons have not effected any transaction in the shares of Common Stock of the Issuer since the filing of Amendment No. 9 on June 22, 2021.

(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.

Item 6 of the Original Schedule 13D is amended and supplemented as follows:

Except as disclosed in this Amendment No. 11, 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.  As previously discussed, SNB, as successor by merger to NCB, assumed all rights and obligations of NCB under the Option Agreement.

Item 7 of the Original Schedule 13D is amended and supplemented to add the following exhibits:

99.1*

Joint Filing Agreement, dated July 12, 2021.

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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.

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:

Name and Business Address

Country of Citizenship

Capacity in which serves the Reporting Persons

Principal Occupation

Name, Principal Business and Address of Organization in which Principal Occupation is Conducted

Name and Business Address

Country of Citizenship

Capacity in which serves the Reporting Persons

Principal Occupation

Name, Principal Business and Address of Organization in which Principal Occupation is Conducted

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