Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
TCG BDC II, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
N/A
(CUSIP Number)
Sanjay Agarwal
Chief Financial Officer, NCB Capital (DIFC) Limited
1904, Level 19, Index Tower (East 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)
May 15, 2020
(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 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, 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. N/A
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13D
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1
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NAMES OF REPORTING PERSONS
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The National Commercial Bank |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Saudi Arabia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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7,708,314.743
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8
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SHARED VOTING POWER
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501,040.688
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9
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SOLE DISPOSITIVE POWER
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7,708,314.743
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10
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SHARED DISPOSITIVE POWER
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501,040.688
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,209,355.431
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.28%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Based on 44,896,727 shares of Common Stock issued and outstanding effective May 11, 2020 (as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed with the Securities and Exchange
Commission (the “SEC”) on May 11, 2020). If this calculation were based on the total number of shares of Common Stock that will be issued and outstanding effective on or around May 28, 2020, which is 47,542,232 (as reported by the Issuer in its
Current Report on Form 8-K filed with the SEC on May 18, 2020), the percentage of Common Stock of the Issuer that would be beneficially owned, in the aggregate, by NCB and NCBCC would be 17.27%. Please see Item 5 below.
CUSIP No. N/A
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13D
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1
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NAMES OF REPORTING PERSONS
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NCB Capital Company |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Saudi Arabia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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501,040.688
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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501,040.688
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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501,040.688
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.12%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Based on 44,896,727 shares of Common Stock issued and outstanding effective May 11, 2020 (as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020).
This Amendment No. 8 (“Amendment No. 8”) amends the Schedule 13D originally filed with the SEC on May 14, 2019 ( the “Original Schedule 13D”), and is filed by the Reporting Persons with respect to the
common stock, par value $0.01 per share (“Common Stock”) of TCG BDC II, Inc., a Maryland corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meaning given to them in the Original Schedule 13D,
unless otherwise indicated.
Item 1.
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Security and Issuer
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This Amendment No. 8 relates to Common Stock of the Issuer. The address of the principal executive office of the Issuer is 520 Madison Avenue, 40th Floor, New York, NY 10022.
Item 2.
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Identity and Background
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(a) This statement is being jointly filed by:
i. |
The National Commercial Bank (“NCB”); and
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ii. |
The NCB Capital Company (“NCBCC”) (the entities listed in subparagraphs (i) and (ii) are jointly referred to herein as the “Reporting Persons” and each individually as a “Reporting Person”).
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NCB is the parent entity of NCBCC.
(b) The principal business office of NCB is King Abdul Aziz Street, P.O. Box 3555, Jeddah, Saudi Arabia 21481. The principal business office of NCBCC is 4th Floor, Tower B, NCB
Regional Building, King Saud Road, P.O. Box 22216, Riyadh, Saudi Arabia 11495.
(c) The principal business of NCB is to provide various banking products and services in Saudi Arabia. The principal business of NCBCC 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.
(d) (e) 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
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, o
r 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
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Item 3 of the Original Schedule 13D is amended and supplemented as follows:
On May 15, 2020 (the “May Transaction Date”), (i) NCB acquired 430,982 shares of Common Stock of the Issuer in a private placement transaction by the Issuer, for an aggregate purchase price of $8,145,559.80, pursuant to a subscription
agreement dated October 22, 2018 (“NCB Subscription Agreement”), and (ii) NCBCC acquired 28,014 shares of Common Stock of the Issuer in a private placement transaction, for an aggregate purchase price of $529,464.60, pursuant to a subscription
agreement, dated October 22, 2018 (“NCBCC Subscription Agreement”). The purchase price for each of the transactions described in clauses (i) and (ii) above was funded by the working capital of NCB and NCBCC, respectively.
Item 4. |
Purpose of Transaction
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Item 4 of the Original Schedule 13D is amended and supplemented as follows:
The purpose of the transactions described in Item 3 of this Amendment No. 8 to the Original Schedule 13D is to increase the Reporting Persons’ ownership of the Company through the acquisition of additional Common Stock,
in accordance with their obligations under their respective Subscription Agreements.
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
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Item 5 of the Original Schedule 13D is amended and supplemented as follows:
(a) and (b): As of the May Transaction Date, NCB beneficially owned 8,209,355.431 shares of Common Stock of the Issuer, of which (i) 501,040.688 shares are held directly by NCBCC and (ii) 7,708,314.743 shares are held
directly by NCB, which, in the aggregate, represents 18.28% of the issued and outstanding shares of Common Stock of the Issuer as of the date of this Amendment No. 8. The percentage ownership was calculated based on 44,896,727 shares of Common Stock
issued and outstanding effective May 11, 2020 (as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020). If this calculation were based on the total number of outstanding shares of Common Stock
that will be outstanding when these shares are issued on or around May 28, 2020, which is 47,542,232 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on May 18, 2020), the percentage of Common Stock of the Issuer,
beneficially owned, in the aggregate, by NCB and NCBCC would be 17.27%.
NCB does not and will not direct NCBCC’s voting of Common Stock of the Issuer over which the Reporting Persons have shared voting power, as disclosed above. NCBCC likewise does not and will not direct NCB’s voting of
Common Stock over which they have shared voting power. Additionally, each of the Reporting Persons does and will control its own acquisition or disposition of such stock. Each Reporting Person disclaims beneficial ownership of the
reported shares of Common Stock of the Issuer held directly by the other Reporting Person. Neither the filing of this Schedule 13D, as amended, nor any of its contents shall be deemed an admission that the Reporting Persons constitute a “group”
(within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder).
(c) Except as disclosed in Amendment No. 7 and this Amendment No. 8 thereto, 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.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule 1 hereto and any other person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. |
Material to Be Filed as Exhibits
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Item 7 of the Original Schedule 13D is amended and supplemented to add the following exhibit:
Joint Filing Agreement, dated May 19, 2020.
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* Filed herewith.
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: May 19, 2020
THE NATIONAL COMMERCIAL BANK
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By:
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/s/ Ali K. Shubbar |
Name:
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Ali K. Shubbar
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Title:
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Head, Treasury Operations & Bahrain Operations
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By:
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/s/ Reem Al-Majed |
Name:
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Reem Al-Majed
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Title:
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Treasurer, Bahrain Branch
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NCB CAPITAL COMPANY
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By:
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/s/ Wisam Fasihaldin |
Name:
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Wisam Fasihaldin
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Title:
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Chief Finance Officer
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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 National Commercial Bank
Name and Business
Address
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Country of
Citizenship
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Capacity in which
serves the
Reporting Persons
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Principal
Occupation
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Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
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Ramzy Darwish
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Saudi Arabia
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Head Principal Strategies, Authorized Signatory
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Head Principal Strategies
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Ali Shubbar
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Bahrain
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Head, Treasury Operations & Bahrain Operations, Authorized Signatory
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Head, Treasury Operations & Bahrain Operations, Authorized Signatory
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Faisal Omar AlSakkaf
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Saudi Arabia
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Chief Executive Officer
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Chief Executive Officer
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Lama Ahmed Ghazzaoui
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Saudi Arabia
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Chief Finance Officer
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Chief Finance Officer
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Saeed Mohammed Al Ghamdi
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Saudi Arabia
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Chairman
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Chairman
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Name and Business
Address
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Country of
Citizenship
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Capacity in which
serves the
Reporting Persons
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Principal
Occupation
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Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
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Rashid Ibrahim Sharif
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Saudi Arabia
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Deputy Chairman
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Head of Domestic Investments
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Public Investment
Fund
Ministry of Finance –
Kingdom of Saudi
Arabia Building, King
Abdulaziz Road, 6th
Floor, Al Wazarat
Area, 6847, Saudi
Arabia, Riyadh 11452
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Reem Al-Majed
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Saudi Arabia
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Treasurer – Bahrain Branch
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Treasurer – Bahrain Branch
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Ahmed H. Mousa
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Saudi Arabia
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General Manager – Bahrain Branch
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General Manager – Bahrain Branch
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Anees Ahmed Moumina
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Saudi Arabia
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Director
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Chief Executive Officer
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Savola Group
Savola Tower, Ashati
District, Jedda, Prince
Faisal Bin Fahd Road,
Savola Group 2444
Taha Khusaifan-Ahati
Unit No. 15. Jeddah
23511-7333
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David Jeffrey Meek
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United Kingdom
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Director
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Independent Director
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Name and Business
Address
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Country of
Citizenship
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Capacity in which
serves the
Reporting Persons
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Principal
Occupation
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Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
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Marshall Charles Bailey
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United Kingdom
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Director
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Independent Director
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Saud Sulaiman Al Juhani
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Saudi Arabia
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Director
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Assistant Governor for Pensioners
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Public Pension
Agency
PO Box 18364,
Riyadh 11168, Saudi
Arabia
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Mohammed Ali Al Hokal
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Saudi Arabia
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Independent Director
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Independent Director
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Ziad Mohamed Tunis
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Saudi Arabia
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Independent Director
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Independent Director
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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Ziad Abdulrahman Al Gwaiz
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Saudi Arabia
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Independent Director
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Independent Director
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
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NCB Capital Company
Name and Business
Address
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Country of
Citizenship
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Capacity in which
serves the
Reporting Persons
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Principal
Occupation
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Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
|
||||
Wisam Fasihaldin
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Saudi Arabia
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Chief Finance Officer
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Chief Finance Officer
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NCB Capital Company
4th floor, Tower B,
NCB Building, King
Saud Street, P.O.
Box 22216, Riyadh
11495, Kingdom of
Saudi Arabia
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Sarah Jammaz Al Suhaimi
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Saudi Arabia
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Chief Executive Officer/Director
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Chief Executive Officer/Director
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NCB Capital Company
4th floor, Tower B,
NCB Building, King
Saud Street, P.O.
Box 22216, Riyadh
11495, Kingdom of
Saudi Arabia
|
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David Jeffrey Meek
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United Kingdom
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Vice Chairman
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Independent Director
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NCB Capital Company
4th floor, Tower B,
NCB Building, King
Saud Street, P.O.
Box 22216, Riyadh
11495, Kingdom of
Saudi Arabia
|
||||
Saeed Mohammed Al Ghamdi
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Saudi Arabia
|
Chairman
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Chairman
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The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Tala Ahmed Al Suhaimi
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Saudi Arabia
|
Director
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Independent Director
|
NCB Capital Company
4th floor, Tower B,
NCB Building, King
Saud Street, P.O.
Box 22216, Riyadh
11495, Kingdom of
Saudi Arabia
|
Adnan Adulfattah Soufi
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Saudi Arabia
|
Director
|
Independent Director
|
NCB Capital Company
4th floor, Tower B,
NCB Building, King
Saud Street, P.O.
Box 22216, Riyadh
11495, Kingdom of
Saudi Arabia
|
||||
Abdullah Fahad Al Adbuljabbar
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Saudi Arabia
|
Director
|
Independent Director
|
NCB Capital Company
4th floor, Tower B,
NCB Building, King
Saud Street, P.O.
Box 22216, Riyadh
11495, Kingdom of
Saudi Arabia
|