Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

Jefferies Credit Partners BDC Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title and Class of Securities)

None

(CUSIP Number)

Turner Herbert

Abu Dhabi Investment Authority

211 Corniche

PO Box 3600

Abu Dhabi, United Arab Emirates

+971 2 4150000

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

February 2, 2024

(Date of Event Which Requires Filing of 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

 

 

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).

Platinum Falcon entered into an amended and restated subscription agreement (the “A&R Subscription Agreement”) on February 2, 2024, with the Issuer, Senior Credit Investments, LLC, and Jefferies Credit Management Holdings LLC, which amends and restates the previously disclosed Subscription Agreement.  Pursuant to the A&R Subscription Agreement, Platinum Falcon has agreed to purchase shares of Common Stock of the Issuer for an aggregate purchase price equal to $625 million (the “Commitment”), with purchases to be made on or before each of the dates set forth on Schedule I to the A&R Subscription Agreement in the respective aggregate amount of value of shares of Common Stock set forth opposite such date (each such date, a “Purchase Date”, and the amount paid on such Purchase Date, the respective “Purchase Payment”) in accordance with the Issuer’s governing documents. Pursuant to the A&R Subscription Agreement, the Issuer will issue drawdown notices (each such drawdown notice, a “Notice”) to Platinum Falcon to draw down the Commitment to make investments in accordance with Schedule I to the A&R Subscription Agreement at least seven days prior to the respective Purchase Date.

Notwithstanding the foregoing, pursuant to the A&R Subscription Agreement, Platinum Falcon is obligated to purchase shares of Common Stock at such times and in such amounts as Jefferies Credit Management LLC, the Issuer’s investment adviser (the “Adviser”), shall determine in its sole and absolute discretion by providing written notice to Platinum Falcon not less than seven days prior to the applicable Purchase Date, unless otherwise agreed by Platinum Falcon, provided that any such purchases will automatically reduce (on a dollar for dollar basis) the next scheduled Purchase Payment set forth on Schedule I of the A&R Subscription Agreement.  Further, the Adviser may defer a scheduled Purchase Payment, which will automatically increase (on a dollar for dollar basis) the next scheduled Purchase Payment.

Pursuant to the A&R Subscription Agreement, Platinum Falcon may not transfer its Common Stock without complying with the provisions of the governing documents of the Issuer.  Under the governing documents of the Issuer, the prior written consent of the Issuer is required for any transfer of Common Stock prior to the listing of the shares of Common Stock on a national securities exchange, if any. Notwithstanding the foregoing, however, prior to the listing of the shares of Common Stock on a national securities exchange, if any, Platinum Falcon is permitted under the governing documents and the Letter Agreement to transfer all or part of its Common Stock, provided that (i) the Issuer provides prior written consent to any such transfer, which shall not be unreasonably withheld or delayed, (ii) any purported transferee satisfies applicable eligibility and/or suitability requirements and (iii) any such transfer is made in connection with transactions exempt from, or not subject to, the registration requirements of the Securities Act of 1933, as amended.

The foregoing description of the A&R Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Subscription Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference.

Assignment of Shares of Common Stock

In connection with and consideration for Platinum Falcon’s entry into the A&R Subscription Agreement, on February 2, 2024, Jefferies Credit Partners LLC assigned and transferred 264,690 shares of Common Stock to Platinum Falcon, with an effective date of such assignment and transfer of December 7, 2023.

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.