Sec Form 13D Filing - Muzinich US Private Debt SCSp filing for Muzinich BDC Inc.Muzinich BDC Inc. - 2020-12-23

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This Amendment No. 1 (the “Amendment No. 1”) relates to the Common Stock (the “Shares”) of Muzinich BDC, Inc. (the “Company”), and amends and supplements the Schedule 13D filed by the Reporting Persons on October 4, 2019 (the “Schedule 13D”).  Unless otherwise indicated, all capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect. All share numbers in this Amendment No. 1 have been adjusted to account for the Issuer’s 1-for-10 reverse stock split effected on September 11, 2020.

Item 2.     Identity and Background.

The information contained in Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

The first sentence under the heading “Muzinich US Private Debt, SCSp” is hereby replaced with the following:

The address of the principal executive office of Muzinich US Private Debt, SCSp is 49 Avenue J.F. Kennedy, Luxembourg, Luxembourg  L-1855.

The first sentence under the heading “Muzinich US Private Debt General Partner, S.à.r.l.” is hereby replaced with the following:

The address of the principal executive office of Muzinich US Private Debt General Partner, S.à r.l. is 12E rue Guillaume Kroll, Grand Duchy of Luxembourg  L-1822.

The paragraph under the heading “Muzinich US Private Debt General Partner, S.à.r.l.” with respect to Eric Green is hereby replaced with the following:

Mark O’Keeffe is a manager of Muzinich US Private Debt General Partner, S.à r.l.  Mr. O’Keeffe is a citizen of the United States. Mr. O’Keeffe’s principal occupation is Senior Managing Director – Private Markets of Muzinich & Co., Inc.  Mr. O& #x2019;Keeffe’s business address is c/o Muzinich & Co., Inc., 450 Park Ave., New York, NY  10022.

Item 3.     Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Shares herein reported as being beneficially owned by the Reporting Persons were acquired at an aggregate purchase price of $40,963,763.13 through private placement transactions. The funds used in such purchases were from available capital.

Item 4.     Purpose of Transaction.

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

Muzinich US Private Debt, SCSp has entered into a subscription agreement dated October 14, 2020 with the Company, pursuant to which Muzinich US Private Debt, SCSp is committed to acquire additional Shares as capital is drawn by the Company in accordance with such subscription agreement.

Item 5.     Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(1) Because Muzinich US Private Debt General Partner, S.à r.l. is the general partner of Muzinich US Private Debt, SCSp and, as such, has the authority to exercise voting or dispositive power with respect to securities owned by it, each Reporting Person could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

5,829.9 of the Shares reported herein were acquired in a private placement transaction (the "Transaction") on December 22, 2020 pursuant to subscription agreements dated August 23, 2019 and October 14, 2020 between the Company and Muzinich US Private Debt, SCSp. The Transaction involved the purchase of 5,829.9 shares of Common Stock at a price of $1,000 per share.

Item 6.     Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer.

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

As discussed in Item 4 and Item 5 herein, Muzinich US Private Debt, SCSp has entered into a subscription agreement dated October 14, 2020 related to the Company's securities, a form of which is attached herein as Exhibit B and the terms of which are hereby incorporated by reference.

Item 7.     Materials Filed as Exhibits.

Item 7 of the Schedule 13D, is hereby amended and restated in its entirety as follows:

The following exhibits are attached hereto:

Exhibit A—Joint Filing Agreement – previously filed as Exhibit A to the Reporting Persons’ Schedule 13D filed on October 4, 2019.

Exhibit B—Form of Subscription Agreements dated August 23, 2019 and October 14, 2020, between Muzinich BDC, Inc. and Muzinich US Private Debt, SCSp – previously filed as Exhibit 10.4 to the Company’s Form 10 Registration Statement filed on August 16, 2019.

Exhibit C—Form of Section 12(d)(1)(E) Agreement between Muzinich BDC, Inc. and Muzinich US Private Debt, SCSp – previously filed as Exhibit C to the Reporting Persons’ Schedule 13D filed on October 4, 2019.

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, the Reporting Parties expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.

SIGNATURES

The undersigned certify, after reasonable inquiry and to the best knowledge and belief of the undersigned, that the information set forth in this Statement is true, complete and correct.  The undersigned agree to the filing of this Amendment No. 1 to the Statement on Schedule 13D.