Filing Details

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

 

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

None

(CUSIP Number)

 

Garon Meikle
Controller

UAW Retiree Medical Benefits Trust

1155 Brewery Park Blvd., Suite 400

Detroit, MI 48207

(313) 324-5900

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

 

August 17, 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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

^* 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. None

13D

 

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UAW Retiree Medical Benefits Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)   x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   None. Organized as a 501(c)(9) Voluntary Employee Beneficiary Association.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   29,699,772
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   29,699,772

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,699,772
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) 99%
14.	TYPE OF REPORTING PERSON (see instructions) EP

 

 

CUSIP No. None

13D

 

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UAW Chrysler Retirees Medical Benefits Plan
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)   x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   None. Organized as a 501(c)(9) Voluntary Employee Beneficiary Association.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   5,791,455
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   5,791,455

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,791,455
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) 19.3%
14.	TYPE OF REPORTING PERSON (see instructions) EP

 

 

CUSIP No. None

13D

 

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UAW Ford Retirees Medical Benefits Plan
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)   x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   None. Organized as a 501(c)(9) Voluntary Employee Beneficiary Association.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   9,028,731
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   9,028,731

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,028,731
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) 30.1%
14.	TYPE OF REPORTING PERSON (see instructions) EP

 

CUSIP No. None

13D

 

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UAW GM Retirees Medical Benefits Plan
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)   x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   None. Organized as a 501(c)(9) Voluntary Employee Beneficiary Association.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   14,879,586
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   14,879,586

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,879,586
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) 99%
14.	TYPE OF REPORTING PERSON (see instructions) EP

 

CUSIP No. None

13D

 

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hershel Harper
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)   x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   29,699,772
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   29,699,772

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,699,772
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) 99%
14.	TYPE OF REPORTING PERSON (see instructions) IN

 

 

CUSIP No. None

13D

 

Item 1.  Security and Issuer.

 

This Schedule 13D relates to shares of common stock (the “Shares”) of Commonwealth Credit Partners BDC I, Inc., a Delaware business development company (the “Issuer”). The Issuer’s principal executive offices are located at 525 Okeechobee Boulevard, Suite 1050, West Palm Beach, FL 33401.

 

Item 2.  Identity and Background.

 

(a) The persons filing this Schedule 13D are: (i) UAW Retiree Medical Benefits Trust, organized as a 501(c)(9) Voluntary Employee Beneficiary Association (“UAW RMBT”); (ii) UAW Chrysler Retirees Medical Benefits Plan, as established and maintained by the UAW Chrysler Retirees Employees’ Beneficiary Association, an employee organization within the meaning of Section 3(4) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) under the UAW RMBT (the “UAW Chrysler Retirees Medical Benefits Plan”); (iii) UAW Ford Retirees Medical Benefits Plan, as established and maintained by the UAW Ford Retirees Employees’ Beneficiary Association, an employee organization within the meaning of Section 3(4) of ERISA under the UAW RMBT (the “UAW Ford Retirees Medical Benefits Plan”); (iv) UAW GM Retirees Medical Benefits Plan, as established and maintained by the UAW GM Retirees Employees’ Beneficiary Association, an employee organization within the meaning of Section 3(4) of ERISA under the UAW RMBT (the “UAW GM Retirees Medical Benefits Plan” and together with the UAW Chrysler Retirees Medical Benefits Plan and the UAW Ford Retirees Medical Benefits Plan, the “Plans”); and (v) Hershel Harper, a United States citizen (collectively, the “Reporting Persons”).

 

(b) The principal business address of the Reporting Persons is 1155 Brewery Park Blvd., Suite 400, Detroit, MI 48207.

 

(c) Each of the Plans is an employee welfare benefit plan established under the UAW RMBT. Hershel Harper is the Chief Investment Officer of the UAW RMBT.

 

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons have been a 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 judgement, 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.

 

(f) See Item 2(a) above for the citizenship or place of organization of each of the Reporting Persons.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

The Reporting Persons used a total of approximately $29,699,771.54 to acquire the Shares reported in this Schedule 13D. The source of the funds used to acquire the Shares reported herein is the investment capital of the Plans.

 

Item 4.  Purpose of Transaction.

 

On August 6, 2021, each Plan entered into a subscription agreement with the Issuer (the “Subscription Agreements”) pursuant to which the UAW Chrysler Retirees Medical Benefits Plan agreed to purchase Shares for an aggregate purchase price equal to $126,750,000, the UAW Ford Retirees Medical Benefits Plan agreed to purchase Shares for an aggregate purchase price equal to $197,600,000, and the UAW GM Retirees Medical Benefits Plan agreed to purchase Shares for an aggregate purchase price equal to $325,650,000. Such amounts are payable at such times and in such amounts as required by the Issuer, under the terms and conditions set forth in the Subscription Agreements.

 

On August 17, 2021, pursuant to drawdown notices delivered in accordance with the Subscription Agreements: (i) UAW Chrysler Retirees Medical Benefits Plan purchased from the Issuer, and the Issuer issued to UAW Chrysler Retirees Medical Benefits Plan, 5,791,455 Shares; (ii) UAW Ford Retirees Medical Benefits Plan purchased from the Issuer, and the Issuer issued to UAW Ford Retirees Medical Benefits Plan, 9,028,731 Shares; and (iii) UAW GM Retirees Medical Benefits Plan purchased from the Issuer, and the Issuer issued to UAW GM Retirees Medical Benefits Plan, 14,879,586 Shares.

 

 

The purpose of the transaction was to acquire securities of the Issuer for investment purposes.

 

The Issuer is a business development company. The Reporting Persons expect to continue to beneficially own, in the aggregate, 99% of the Shares outstanding. The investment strategy and investment policy of the Issuer have been devised by, and will be implemented by, Commonwealth Credit Advisors LLC. The Reporting Persons do not have any plans or proposals to make any changes to the Issuer’s investment policy.

 

The Reporting Persons may change their intention with respect to any and all matters referred to in this Item 4.

 

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.

 

Item 5.  Interest in Securities of the Issuer.

 

(a) The aggregate number of Shares to which this Schedule 13D relates is 29,699,772. Such aggregate number of Shares represents 99% of the common stock of the Issuer. The percentage reported in this Schedule 13D is calculated based upon 30,000,000 Shares stated to be outstanding as of August 17, 2021 pursuant to drawdown notices delivered in accordance with the Subscription Agreements.

 

(b) The UAW Chrysler Retirees Medical Benefits Plan beneficially owns and has shared voting and dispositive power of 5,791,455 Shares. Such Shares represent 19.3% of the Shares outstanding.

 

The UAW Ford Retirees Medical Benefits Plan beneficially owns and has shared voting and dispositive power of 9,028,731 Shares. Such Shares represent 30.1% of the Shares outstanding.

 

The UAW GM Retirees Medical Benefits Plan beneficially owns and has shared voting and dispositive power of 14,879,586 Shares. Such Shares represent 49.6% of the Shares outstanding.

 

UAW RMBT is the trust under which the Plans are established and, pursuant to Rule 13d-3, may be deemed to beneficially own the 29,699,772 Shares held by the Plans. Such Shares represent 99% of the Shares outstanding. UAW RMBT is an indirect beneficial owner of these Shares.

 

Hershel Harper is the chief investment officer of UAW RMBT, the trust under which the Plans are established, and, pursuant to Rule 13d-3 may be deemed to beneficially own the 29,699,772 Shares held by the Plans. Such Shares represent 99% of the Shares outstanding. Hershel Harper is an indirect beneficial owner of these Shares.

 

(c) Except as disclosed in Item 4, no transactions in the Shares were effected during the past sixty days by the Reporting Persons.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

On August 6, 2021, each Plan entered into a Subscription Agreement with the Issuer. For more information about the Subscription Agreements and the terms thereof, please refer to Item 4 above and Exhibit 7.1 hereto.

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into a Joint Filing Agreement with respect to the joint filing of this statement and any amendments hereto, a copy of which is filed as Exhibit 99.5 hereto.

 

The foregoing description is qualified in its entirety by reference to the full texts of the referenced agreements, which are filed as exhibits to this Schedule 13D.

 

Item 7.  Material to Be Filed as Exhibits.

 

Exhibit 7.1		Subscription Agreement (incorporated by reference to Exhibit No. 4.1 to the Issuer’s Amendment No. 1 to Form 10 filed with the SEC on July 6, 2021).
Exhibit 99.5		Joint Filing Agreement by and among the Reporting Persons dated August 24, 2021.

 

 

CUSIP No. None

13D

 

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.

 

Dated: August 24, 2021

 

	UAW RETIREE MEDICAL BENEFITS TRUST
	By:	/s/ Garon Meikle
	Name: Garon Meikle
	Title: Controller
	UAW CHRYSLER RETIREES MEDICAL BENEFITS PLAN
	By:	/s/ Garon Meikle
	Name: Garon Meikle
	Title: Controller
	UAW FORD RETIREES MEDICAL BENEFITS PLAN
	By:	/s/ Garon Meikle
	Name: Garon Meikle
	Title: Controller
	UAW GM RETIREES MEDICAL BENEFITS PLAN
	By:	/s/ Garon Meikle
	Name: Garon Meikle
	Title: Controller
	HERSHEL HARPER
	/s/ Hershel Harper

 

 

CUSIP No. None

13D

 

Exhibit Index

 

Exhibit 7.1		Subscription Agreement (incorporated by reference to Exhibit No. 4.1 to the Issuer’s Amendment No. 1 to Form 10 filed with the SEC on July 6, 2021).
Exhibit 99.5		Joint Filing Agreement by and among the Reporting Persons dated August 24, 2021.