Sec Form 13G Filing - CYRUS CAPITAL PARTNERS L.P. filing for INVESTCORP CR MGMT BDC INC (ICMB) - 2020-02-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

(Amendment No. 3)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

INVESTCORP CREDIT MANAGEMENT BDC, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

46090R104

(CUSIP Number)

December 31, 2019

(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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This Amendment No. 3 to the Schedule 13G (this “Amendment”) is being filed on behalf of Cyrus Capital Partners, L.P., a Delaware limited partnership (the “Investment Manager”), Mr. Stephen C. Freidheim, the principal of the Investment Manager, Crescent 1, L.P., a Delaware limited partnership (the “Crescent Fund”), CRS Master Fund, L.P., a Cayman Islands exempted limited partnership (the “CRS Fund”), Cyrus Opportunities Master Fund II, Ltd., a Cayman Islands exempted limited company (the “Opportunities II Fund”), Cyrus Select Opportunities Master Fund, Ltd., a Cayman Islands exempted limited company (the “Select Fund”), Cyrus Capital Advisors, LLC, a Delaware limited liability company that serves as the general partner of the Crescent Fund and the CRS Fund (the “General Partner”), and Cyrus Capital Partners GP, LLC, a Delaware limited liability company that serves as the general partner of the Investment Manager and the managing member of the General Partner (the “GP of the Investment Manager,” and together with the Investment Manager, the General Partner, Mr. Freidheim, the Crescent Fund, the CRS Fund, the Opportunities II Fund and the Select Fund, the “Reporting Persons”), relating to Common Stock, $0.001 par value (“Common Stock”), of Investcorp Credit Management BDC, Inc., a Maryland corporation (the “Issuer”).

This Amendment relates to the Common Stock of the Issuer held by the Crescent Fund, the CRS Fund, the Opportunities II Fund and the Select Fund (collectively, the “Cyrus Funds”). The Investment Manager serves as the investment adviser to the Cyrus Funds and may direct the voting and disposition of the 3,818,186 shares of Common Stock held by the Cyrus Funds. As the general partner of the investment adviser to the Cyrus Funds, the GP of the Investment Manager may direct the voting and disposition of the 3,818,186 shares of Common Stock held by the Cyrus Funds. As the principal of the Investment Manager, Mr. Freidheim may direct the voting and disposition of the 3,818,186 shares of Common Stock held by the Cyrus Funds. The General Partner is the general partner of the Crescent Fund and the CRS Fund and, to the extent the General Partner can decide to terminate each of the investment management agreements that exists between the Investment Manager and each of the Crescent Fund and CRS Fund, may direct the voting and disposition of the 1,363,093 shares of Common Stock held by the Crescent Fund and the CRS Fund. This Amendment modifies the original Schedule 13G filed with the Securities and Exchange Commission (“SEC”) on February 12, 2015 by the Reporting Persons, as amended on February 12, 2016 and February 12, 2018 (the “Schedule 13G”).

This Amendment amends and restates the Schedule 13G as set forth below.

 

Investcorp Credit Management BDC, Inc. (the “Issuer”)

 

280 Park Avenue, 39th Floor

New York, New York 10017

 

 

 

For all filers:

65 East 55th Street, 35th Floor

New York, New York 10022

 

 

 

Common Stock, $0.001 par value (“Common Stock”).

 

46090R104

 

Inapplicable.

 

 

The CRS Fund is the direct holder of 645,274 shares of Common Stock.

 

The Opportunities II Fund is the direct holder of 2,077,092 shares of Common Stock.

The Select Fund is the direct holder of 378,001 shares of Common Stock.

The Investment Manager is the beneficial owner of 3,818,186 shares of Common Stock held by the Cyrus Funds.

The GP of the Investment Manager is the beneficial owner of 3,818,186 shares of Common Stock held by the Cyrus Funds.

Mr. Freidheim is the beneficial owner of 3,818,186 shares of Common Stock held by the Cyrus Funds.

The General Partner may be deemed to beneficially own 1,363,093 shares of Common Stock held by the Crescent Fund and the CRS Fund as a result of being the general partner of the Crescent Fund and the CRS Fund.

 

The CRS Fund is the direct holder of 4.7% of the outstanding shares of Common Stock.

The Opportunities II Fund is the direct holder of 15.1% of the outstanding shares of Common Stock.

The Select Fund is the direct of 2.8% of the outstanding shares of Common Stock.

The Investment Manager is the beneficial owner of 27.8% of the outstanding shares of Common Stock.

The GP of the Investment Manager is the beneficial owner of 27.8% of the outstanding shares of Common Stock.

Mr. Freidheim is the beneficial owner of 27.8% of the outstanding shares of Common Stock.

The General Partner may be deemed to beneficially own 9.9% of the outstanding shares of Common Stock.

These percentages are determined by dividing the number of shares of Common Stock held and/or beneficially owned by each of the Reporting Persons as of December 31, 2019 by 13,738,532, which is the sum of the 13,625,032 shares of Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 12, 2019, and the 113,500 shares of Common Stock that were issued on December 4, 2019, as reported in the Issuer’s Form 8-K filed with the SEC on December 5, 2019.

 

 

The CRS Fund may be deemed to direct the voting and disposition of the 645,274 shares of Common Stock that it holds directly.

The Opportunities II Fund may be deemed to direct the voting and disposition of the 2,077,092 shares of Common Stock that it holds directly.

The Select Fund may be deemed to direct the voting and dis position of the 378,001 shares of Common Stock that it holds directly.

The Investment Manager, as the investment adviser to the Cyrus Funds, and the GP of the Investment Manager, as the general partner of the Investment Manager, may direct the voting and disposition of the 3,818,186 shares of Common Stock held by the Cyrus Funds. As the principal of the Investment Manager, Mr. Freidheim may direct the voting and disposition of the 3,818,186 shares of Common Stock held by the Cyrus Funds. As the general partner of the Crescent Fund and the CRS Fund, to the extent the General Partner can decide to terminate each of the investment management agreements that exists between the Investment Manager and each of the Crescent Fund and CRS Fund, the General Partner may direct the voting and disposition of the 1,363,093 shares of Common Stock held by the Crescent Fund and the CRS Fund.

 

Inapplicable.

 

Inapplicable.

 

Inapplicable.

 

The Reporting Persons may be deemed to be a group.

 

Inapplicable.

 

Inapplicable.

 

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.

Date: February 12, 2020