Filing Details
- Accession Number:
- 0000950170-25-019906
- Form Type:
- 13G Filing
- Publication Date:
- 2025-02-12 19:00:00
- Filed By:
- MSD Capital
- Company:
- Msd Investment Corp.
- Filing Date:
- 2025-02-13
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| MSD Capital, L.P. | 0 | 32,679,501 | 33.2% |
| Noble Environmental Investments, LLC | 0 | 27,651,885 | 28.1% |
| MSD Portfolio L.P. - Investments | 0 | 27,651,885 | 28.1% |
| MSD Portfolio L.P. - MSD Personal Income | 0 | 5,027,615 | 5.1% |
| Michael S. Dell | 0 | 32,679,501 | 33.2% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)
|
MSD Investment Corp. (Name of Issuer) |
Common Stock, Par Value $0.001 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
MSD Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,679,501.55 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
33.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
Noble Environmental Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,651,885.93 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
28.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
MSD Portfolio L.P. - Investments | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,651,885.93 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
28.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
MSD Portfolio L.P. - MSD Personal Income | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,027,615.62 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
Michael S. Dell | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,679,501.55 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
33.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
MSD Investment Corp. | |
| (b) | Address of issuer's principal executive offices:
One Vanderbilt Avenue, 26th Floor, New York, New York 10017 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 3 to Schedule 13G ("Amendment No. 3") is being jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), Noble Environmental Investments, LLC ("Noble Investments"), MSD Portfolio L.P. - Investments ("MSD Portfolio"), MSD Portfolio L.P. - MSD Personal Income ("MSD Personal Income") and Michael S. Dell (collectively, the "Reporting Persons"). Each of Noble Investments and MSD Personal Income is the direct owner of the securities covered by this statement.
MSD Portfolio indirectly owns Noble Investments through wholly-owned subsidiaries of MSD Portfolio, and MSD Portfolio may be deemed to beneficially own securities owned by Noble Investments. MSD Capital is the general partner of MSD Portfolio and MSD Personal Income and may be deemed to beneficially own securities owned by MSD Portfolio and MSD Personal Income. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Michael S. Dell is the owner of MSD Portfolio and the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Portfolio and MSD Capital Management.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2025, a copy of which is filed with this Amendment No. 3 as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of MSD Capital, Noble Investments, MSD Portfolio and MSD Personal Income is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.
The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682. | |
| (c) | Citizenship:
MSD Capital, MSD Portfolio and MSD Personal Income are each organized as a limited partnership under the laws of the State of Delaware. Noble Investments is organized as a limited liability company under the laws of the State of Delaware. Mr. Dell is a United States citizen. | |
| (d) | Title of class of securities:
Common Stock, Par Value $0.001 per share | |
| (e) | CUSIP No.:
000000000 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
MSD Capital - 32,679,501.55
Noble Investments - 27,651,885.93
MSD Portfolio - 27,651,885.93
MSD Personal Income - 5,027,615.62
MSD Capital Management - 32,679,501.55
Michael S. Dell - 32,679,501.55 | |
| (b) | Percent of class:
The percentages provided herein are calculated based upon 98,381,778 shares of the issuer's common stock outstanding as of November 8, 2024, as reported in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024.
MSD Capital - 33.2%
Noble Investments - 28.1%
MSD Portfolio - 28.1%
MSD Personal Income - 5.1%
MSD Capital Management - 33.2%
Michael S. Dell - 33.2% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
MSD Capital - 0
Noble Investments - 0
MSD Portfolio - 0
MSD Personal Income - 0
MSD Capital Management - 0
Michael S. Dell - 0 | ||
| (ii) Shared power to vote or to direct the vote:
MSD Capital - 32,679,501.55
Noble Investments - 27,651,885.93
MSD Portfolio - 27,651,885.93
MSD Personal Income - 5,027,615.62
MSD Capital Management - 32,679,501.55
Michael S. Dell - 32,679,501.55 | ||
| (iii) Sole power to dispose or to direct the disposition of:
MSD Capital - 0
Noble Investments - 0
MSD Portfolio - 0
MSD Personal Income - 0
MSD Capital Management - 0
Michael S. Dell - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
MSD Capital - 32,679,501.55
Noble Investments - 27,651,885.93
MSD Portfolio - 27,651,885.93
MSD Personal Income - 5,027,615.62
MSD Capital Management - 32,679,501.55
Michael S. Dell - 32,679,501.55 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
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Exhibit Information
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EXHIBIT INDEX
Exhibit Description of Exhibit
24.1 Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the
common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P.
and Michael S. Dell)
99.1 Joint Filing Agreement dated February 13, 2025 |