Sec Form 13D Filing - Public Institution for Social Security filing for BlackRock Direct Lending Corp.BlackRock Direct Lending Corp. - 2021-06-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

BLACKROCK DIRECT LENDING CORP.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

N/A

(CUSIP Number)

Ricardo Davidovich, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza

26th Floor

New York, NY 10112

(212) 835-4837

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 26, 2021

(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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. N/A

Item 1. Security and the Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, $0.001 par value per share (the “Common Stock”), of BlackRock Direct Lending Corp., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is located at 2951 28th Street, Suite 1000, Santa Monica, California 90405.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by The Public Institution for Social Security (the “Reporting Person”), a public pension plan that is indirectly owned and controlled by the government of the State of Kuwait.

The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person 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 Schedule 13D.

(b) The address of the principal business office of the Reporting Person is AlMurqab, Al-Soor St, Ta’aminat Building, Kuwait City 13104 Kuwait.

(c) The principal business of the Reporting Person is acting as a public pension plan for the State of Kuwait.

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The place of organization of the Reporting Person is listed in paragraph (a) of this Item 2.

Item 3. Source and Amount of Funds or other Consideration

As further described in Item 6 below, the Reporting Person previously entered into a subscription agreement with the Issuer, substantially in the form of Exhibit 99.1 (the “Subscription Agreement”), pursuant to which the Reporting Person subscribed for and agreed to purchase shares of Common Stock with a capital commitment equal to $300,000,000.00 (the “Capital Commitment”). Pursuant to the Subscription Agreement, the Reporting Person is required to fund drawdowns to purchase shares of Common Stock up to the amount of the Capital Commitment on an as-needed basis each time the Issuer delivers a drawdown notice to the Reporting Person. The Subscription Agreement was entered into between the Issuer and The Reporting Person, and the Capital Commitment was made, prior to the effective date of the Form 10 filing with respect to the Common Stock. The foregoing description of the Reporting Person’s commitment to the Issuer does not purport to be complete and is qualified in its entirety by reference to the Form of Subscription Agreement between BlackRock Direct Lending Corp. and The Public Institution for Social Security, which is incorporated herein by reference to Exhibit 99.1.

As of June 1, 2021, the Reporting Person has purchased, and currently owns, 5,976,182.1652 shares of Common Stock of the Issuer and the aggregate consideration paid for such shares of Common Stock was approximately $60,069,274.22 in capital contributions to the Issuer, pursuant to capital drawdown notices from the Issuer with respect to its Capital Commitment in accordance with the Subscription Agreement. Specifically, (i) on December 10, 2020, the Reporting Person purchased 3,000,000 shares of Common Stock from the Issuer for an aggregate purchase price of $30,000,000, (ii) on March 26, 2021, the Reporting Person purchased 1,495,872.1178 shares of Common Stock from the Issuer for an aggregate purchase price of approximately $14,988,638.620, and (iii) on June 1, 2021, the Reporting Person purchased 1,480,310.0474 shares of Common Stock for an aggregate purchase price of approximately $14,980,737.680. The shares of Common Stock purchased on December 10, 2020 were acquired prior to the registration of the Common Stock pursuant to the Form 10 filed by the Issuer and effective February 8, 2021.

The source of the funds for the purchase of shares of Common Stock was investment capital of the Reporting Person.

Item 4. Purpose of Transaction

The information set forth under Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference.

All shares of Common Stock of the Issuer currently owned by the Reporting Person were acquired for investment purposes. Pursuant to the Subscription Agreement, the Reporting Person is obligated to purchase additional shares of Common Stock from the Issuer from time to time for an aggregate purchase price not to exceed its Capital Commitment.

The Reporting Person is the majority owner of Common Stock of the Issuer and expects to remain in such position. In exchange for its Capital Commitment to the Issuer, the Reporting Person negotiated certain items with the Issuer and has been afforded certain rights with respect to the Issuer. The Reporting Person intends to review its investment in the Issuer on a continuing basis and depending on such review may consider from time to time various alternative courses of action. The Reporting Person reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business, operations and prospects, the market price and availability of the shares of Common Stock or other securities of the Issuer, conditions in the securities markets generally, general economic and industry conditions, regulatory requirements, other investment opportunities available to it, its business and investment objectives and other relevant factors, to change its plans and intentions at any time or to take such actions with respect to its investment in the Issuer as it deems appropriate. In particular, the Reporting Person (and its affiliates) reserves the right, in each case subject to any applicable law and any applicable restrictions, conditions or limitations set forth in the Subscription Agreement and other applicable agreements, to (i) purchase additional shares of Common Stock, commit to purchase additional shares of Common Stock or make a new or additional capital commitment to the Issuer with respect to the purchase of shares of Common Stock or other securities of the Issuer, (ii) sell or transfer the securities beneficially owned by the Reporting Person from time to time in public (open-market) or private transactions or an underwritten offering (including the sale or transfer of all or a portion of the shares of Common Stock owned by the Reporting Person to one or more affiliates of the Reporting Person), (iii) cause the Reporting Person to distribute in kind to their respective partners or members, as the case may be, securities of the Issuer owned by such entities, (iv) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in the securities of the Issuer, and (v) consider participating in a business combination transaction that would result in the acquisition of all of the Issuer’s outstanding shares of Common Stock.

Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of its general investment policies, or other factors, the Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Person will take any of the actions set forth above.

Item 5. Interest in Securities of the Issuer

The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated herein by reference.

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, f or 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 Schedule 13D.

The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

(b) Number of shares as to which the Reporting Person has:

See Item 7 on the cover page(s) hereto.

See Item 8 on the cover page(s) hereto.

See Item 9 on the cover page(s) hereto.

See Item 10 on the cover page(s) hereto.

As of the date hereof, the Reporting Person owns only the shares of Common Stock of the Issuer as set forth in this Item 5.

(c) Other than as set forth in this Schedule 13D, there have been no transactions in the class of securities reported on that were effected by the Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 and Item 3 of this Schedule 13D is hereby incorporated herein by reference.

As described in Item 3 above, the Reporting Person has entered into the Subscription Agreement with the Issuer, pursuant to which the Reporting Person has subscribed for and agreed to purchase shares of Common Stock of the Issuer with a Capital Commitment of $300,000,000. The Reporting Person is required under the Subscription Agreement to purchase shares of Common Stock of the Issuer up to the amount of the Capital Commitment within 10 days of receipt of a capital drawdown notice from the Issuer. The Subscription Agreement contains customary representations, warranties and covenants of the Issuer and the Reporting Person, and customary indemnification provisions in favor of the Issuer.

Except as described in this Schedule 13D, there are no contracts, arrangements, understandings or between the Reporting Person and any other person, with respect to the shares of Common Stock of the Issuer.

Item 7. Material to be Filed as Exhibits

The following exhibits are filed as exhibits hereto:

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.