Sec Form 13D Filing - Saudi National Bank filing for Carlyle Credit Solutions Inc.Carlyle Credit Solutions Inc. - 2020-05-19

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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
13D

1
NAMES OF REPORTING PERSONS
 
 
The National Commercial Bank
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
7,708,314.743
 
 
 
 
8
SHARED VOTING POWER
 
 
501,040.688
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
7,708,314.743
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
501,040.688
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,209,355.431
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
18.28%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
* 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
13D

1
NAMES OF REPORTING PERSONS
 
 
NCB Capital Company
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
501,040.688
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
501,040.688
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
501,040.688
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.12%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
* 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.
Security and Issuer
 
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.
Identity and Background
 
(a) This statement is being jointly filed by:
 

i.
The National Commercial Bank (“NCB”); and
 

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”).
 
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
 
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
 
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
 
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.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
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
 
Item 7 of the Original Schedule 13D is amended and supplemented to add the following exhibit:
 
Joint Filing Agreement, dated May 19, 2020.



* 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
   
 
By:
/s/ Ali K. Shubbar  
 
Name:
Ali K. Shubbar
 
Title:
Head, Treasury Operations & Bahrain Operations

 
By:
/s/ Reem Al-Majed  
 
Name:
Reem Al-Majed
 
Title:
Treasurer, Bahrain Branch

 
NCB CAPITAL COMPANY
     
 
By:
/s/ Wisam Fasihaldin  
 
Name:
Wisam Fasihaldin
 
Title:
Chief Finance Officer


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
 
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 Principal Strategies, Authorized Signatory
 
Head Principal Strategies
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Ali Shubbar
 
Bahrain
 
Head, Treasury Operations & Bahrain Operations, Authorized Signatory
 
Head, Treasury Operations & Bahrain Operations, Authorized Signatory
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Faisal Omar AlSakkaf
 
Saudi Arabia
 
Chief Executive Officer
 
Chief Executive Officer
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Lama Ahmed Ghazzaoui
 
Saudi Arabia
 
Chief Finance Officer
 
Chief Finance Officer
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Saeed Mohammed Al Ghamdi
 
 
 
Saudi Arabia
 
Chairman
 
Chairman
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
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
                 
Rashid Ibrahim Sharif
 
Saudi Arabia
 
Deputy Chairman
 
Head of Domestic Investments
 
Public Investment
Fund
Ministry of Finance –
Kingdom of Saudi
Arabia Building, King
Abdulaziz Road, 6th
Floor, Al Wazarat
Area, 6847, Saudi
Arabia, Riyadh 11452
                 
Reem Al-Majed
 
Saudi Arabia
 
Treasurer – Bahrain Branch
 
Treasurer – Bahrain Branch
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Ahmed H. Mousa
 
Saudi Arabia
 
General Manager – Bahrain Branch
 
General Manager – Bahrain Branch
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Anees Ahmed Moumina
 
Saudi Arabia
 
Director
 
Chief Executive Officer
 
Savola Group
Savola Tower, Ashati
District, Jedda, Prince
Faisal Bin Fahd Road,
Savola Group 2444
Taha Khusaifan-Ahati
Unit No. 15. Jeddah
23511-7333
                 
David Jeffrey Meek
 
United Kingdom
 
Director
 
Independent Director
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
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
                 
Marshall Charles Bailey
 
United Kingdom
 
Director
 
Independent Director
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Saud Sulaiman Al Juhani
 
Saudi Arabia
 
Director
 
Assistant Governor for Pensioners
 
Public Pension
Agency
PO Box 18364,
Riyadh 11168, Saudi
Arabia
                 
Mohammed Ali Al Hokal
 
Saudi Arabia
 
Independent Director
 
Independent Director
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Ziad Mohamed Tunis
 
Saudi Arabia
 
Independent Director
 
Independent Director
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Ziad Abdulrahman Al Gwaiz
 
Saudi Arabia
 
Independent Director
 
Independent Director
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia


NCB Capital Company

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
                 
Wisam Fasihaldin
 
Saudi Arabia
 
Chief Finance Officer
 
Chief Finance Officer
 
NCB Capital Company
4th floor, Tower B,
NCB Building, King
Saud Street, P.O.
Box 22216, Riyadh
11495, Kingdom of
Saudi Arabia
                 
Sarah Jammaz Al Suhaimi
 
Saudi Arabia
 
Chief Executive Officer/Director
 
Chief Executive Officer/Director
 
NCB Capital Company
4th floor, Tower B,
NCB Building, King
Saud Street, P.O.
Box 22216, Riyadh
11495, Kingdom of
Saudi Arabia
                 
David Jeffrey Meek
 
United Kingdom
 
Vice Chairman
 
Independent Director
 
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
 
Saudi Arabia
 
Chairman
 
Chairman
 
The National
Commercial Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
                 
Tala Ahmed Al Suhaimi
 
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


Adnan Adulfattah Soufi
 
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
 
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