Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Vista Credit Strategic Lending Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

U9224Y103

(CUSIP Number)

Sanjay Agarwal

Chief Financial Officer, SNB Capital (DIFC) Limited

Level 6 The Gate (West 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)

October 2, 2023

(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 persons 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).

 

 

 

CUSIP No. U9224Y103		13D

 

1		Names of Reporting Persons     The Saudi National Bank
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒
3		SEC Use Only
4		Source of Funds     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     494,699.344
				8		Shared Voting Power     0
				9		Sole Dispositive Power     494,699.344
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     494,699.344
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     21.4% (1)
14		Type of Reporting Person     OO

 

(1)	Based on 2,309,576.502 shares of Common Stock issued and outstanding as reported to the Reporting Persons by the Issuer on November 10, 2023.

CUSIP No. U9224Y103		13D

 

1		Names of Reporting Persons     SNB Capital Dubai Inc.
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☒
3		SEC Use Only
4		Source of Funds     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     0
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     0
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     0%
14		Type of Reporting Person     OO

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock, par value $0.01 per share, of Vista Credit Strategic Lending Corp., a Maryland corporation (the Issuer). The address of the principal executive office of the Issuer is 55 Hudson Yards, Floor 28, New York, NY 10001.

Item 2. Identity and Background

(a) This statement is being filed collectively by:

 

i.

The Saudi National Bank (SNB); and

 

ii.

SNB Capital Dubai Inc. (SNBC).

SNBC is an indirect, majority-owned subsidiary of SNB.

(b) The principal business office of SNB is The Saudi National Bank Tower, King Abdullah Financial District, King Fahd Road 3208 Al Aqeeq District Unit No 778 Riyadh, 13519-6676, Kingdom of Saudi Arabia. The principal business office of SNBC is 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands, KY1-9001.

(c) through (f) The principal business of SNB is to provide various banking products and services in Saudi Arabia. The principal business of SNBC 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. 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. Source and Amount of Funds or Other Consideration

On October 2, 2023, SNB acquired 12,500 shares of Common Stock of the Issuer in a private placement transaction by the Issuer, for an aggregate purchase price of $250,000, pursuant to the SNB Subscription Agreement, as defined below (the Purchase), following receipt of a Drawdown Notice (as defined below) dated October 2, 2023 notifying SNB of its obligation to purchase the shares of Common Stock pursuant to the terms of the agreement. On November 9, 2023, SNB acquired an additional 494,699.344 shares of Common Stock for an aggregate purchase price of $9,643,986.87, following receipt of an additional Drawdown Notice on October 31, 2023.

Item 4. Purpose of Transaction

The purpose of the Purchase is to make an investment in the Company through the acquisition of shares of Common Stock of the Issuer, in accordance with SNBs obligation under the SNB Subscription Agreement. The information in Item 6 below is incorporated by reference into this Item 4.

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. Interest in Securities of the Issuer

(a) and (b): As of the date of this filing, SNB beneficially owned 494,699.344 shares of Common Stock of the Issuer which, in the aggregate, represents 21.4% of the issued and outstanding shares of Common Stock of the Issuer as of the date of this filing. The percentage was calculated based on 2,309,576.502 shares of Common Stock issued and outstanding as of November 10, 2023 (as reported by the Issuer on November 10, 2023).

(c) Except as disclosed in this Schedule 13D, 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.

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

On June 22, 2023, SNB entered into a subscription agreement with the Issuer to purchase up to $100 million in value of the Common Stock, in the form attached as Exhibit 99.2 (the SNB Subscription Agreement).As detailed in the SNB Subscription Agreement, SNB is required to purchase shares up to its commitment amount upon receipt of a Drawdown Notice as defined in that agreement. On October 2, SNB received a notice to purchase 12,500 shares of Common Stock for a purchase price of $20.00 per share and an aggregate purchase price of $250,000. On October 31, 2023, SNB received a notice to purchase 482,199.344 shares of Common Stock for a purchase price of $20.00 per share and an aggregate purchase price of $9,643,986.87.

SNB and SNBC are negotiating a potential agreement pursuant to which SNBC would have the option of purchasing the shares of Common Stock acquired by SNB.

Item 7. Material to Be Filed as Exhibits

 

99.1		Joint Filing Agreement, dated November 15, 2023.
99.2		Vista Credit Strategic Lending Corp. Subscription Agreement, dated June 22, 2023.

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: November 15, 2023

 

Schedule 1

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:

The Saudi National Bank

 

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
Ramzy Darwish		Saudi Arabia		Head of Treasury Group, Authorized Signatory		Head of Treasury Group, Authorized Signatory		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Ali Shubbar		Bahrain		Head, Treasury Operations & Bahrain Operations, Authorized Signatory		Head, Treasury Operations & Bahrain Operations, Authorized Signatory		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Talal Alkhereji		Saudi Arabia		Chief Executive Officer, Wholesale		Chief Executive Officer, Wholesale		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Ahmad Ali AlDhabi		Saudi Arabia		Group Chief Financial Officer		Group Chief Financial Officer		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia

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
Shujaat Nadeem		Saudi Arabia		Group Head International		Group Head International		King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Majed Al Ghamdi		Saudi Arabia		Managing Director and Group CEO, Retail		Managing Director and Group CEO, Retail		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Reem Al-Majed		Saudi Arabia		Treasurer Bahrain Branch		Treasurer Bahrain Branch		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Ahmed H. Mousa		Saudi Arabia		General Manager Bahrain Branch		General Manager Bahrain Branch		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Ryiadh 13519-6676 Saudi Arabia
Saud Sulaiman Al Juhani		Saudi Arabia		Independent Director		Assistant Governor for Pensioners		Public Pension Agency PO Box 18364, Riyadh 11168, Saudi Arabia

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
Ziad Mohamed Tunis		Saudi Arabia		Independent Director		Independent Director		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Zaid Abdulrahman Al Gwaiz		Saudi Arabia		Independent Director		Independent Director		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Abdulrahman Mohammed Alodan		Saudi Arabia		Independent Director		Independent Director		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Huda Mohammed Bin Ghoson		Saudi Arabia		Independent Director		Independent Director		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Naif Safouq Almarshed		Saudi Arabia		Independent Director		Non-Executive		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia

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
Abdullah Abdulrahman Alrowais		Saudi Arabia		Independent Director		Independent Director		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Ibrahim Saad Almojel		Saudi Arabia		Independent Director		Independent Director		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Yaseed Abdulrahman AlHumeid		Saudi Arabia		Deputy Chairman		Non Executive		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia
Rashed Ibrahim Sharif		Saudi Arabia		Non-Executive Director		CEO SNB Capital Company		SNB Capital Company SNB Regional Office King Saud Road Riyadh 11495 Saudi Arabia
Saeed Mohammed AlGhamdi		Saudi Arabia		Chairman		Non Executive		The Saudi National Bank King Abdullah Financial District King Fahd Rd Alaqeeq District Riyadh 13519-6676 Saudi Arabia

SNB Capital Dubai Inc.

 

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
Rashed Ibrahim Sharif		Saudi Arabia		Non Executive Director		CEO, SNB Capital Company		SNB Capital Company SNB Regional Office King Saud Road Riyadh 11495 Saudi Arabia
Zaid Ghoul		USA		Non Executive Director		General Manager, SNB Capital Company		SNB Capital Company SNB Regional Office King Saud Road Riyadh 11495 Saudi Arabia
Anas Ayoub		Sudan		Executive Director		SEO, SNB Capital (DIFC) Limited		SNB Capital (DIFC) Limited Level 6, The Gate (West Wing), DIFC Dubai UAE
Mohammed Al Saggaf		Saudi Arabia		Non Executive Director		General manager, SNB Capital Company		SNB Capital Company SNB Regional Office King Saud Road Riyadh 11495 Saudi Arabia