Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

Senior Credit Investments, LLC

(Name of Issuer)

Common Limited Liability Company Units

(Title and Class of Securities)

None

(CUSIP Number)

Turner Herbert

Abu Dhabi Investment Authority

211 Corniche

PO Box 3600

Abu Dhabi, United Arab Emirates

+971 2 4150000

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

February 2, 2024

(Date of Event Which Requires Filing of 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

 

 

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 (“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).

Platinum Falcon entered into an amended and restated subscription agreement (the “A&R Subscription Agreement”) on February 2, 2024, with the Issuer, Jefferies Credit Partners BDC Inc., and Jefferies Credit Management Holdings LLC (“HoldCo”), which amends and restates the previously disclosed Subscription Agreement.  Pursuant to the A&R Subscription Agreement, Platinum Falcon has agreed to purchase Common Units of the Issuer each time the Issuer delivers a notice (a “Notice”) to Platinum Falcon in an aggregate amount equal to $300 million (the “Commitment”), provided that Platinum Falcon will have the option, at its election in writing to Jefferies Credit Management LLC, the investment manager of the Issuer, to increase the Commitment up to an aggregate amount of $625 million.  Pursuant to the A&R Subscription Agreement and Second A&R LLC Agreement (as defined below), Notices will be delivered to Platinum Falcon at least seven business days prior to the date on which Platinum Falcon is obligated to purchase Common Units (the “Purchase Date”).

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of the Issuer, dated February 2, 2024, with an effective date as of December 7, 2023 (the “Second A&R LLC Agreement”), the prior written consent of the Issuer, which will not be unreasonably withheld, will be required for any transfer of Common Units, including a transfer of solely an economic interest in the Issuer.  Platinum Falcon may, however, transfer Common Units to an affiliate as long as such transfer otherwise complies with the requirements of the Second A&R LLC Agreement.

Pursuant to the A&R Subscription Agreement, Platinum Falcon may not transfer its Common Units without complying with the provisions of the governing documents of the Issuer.  Under the governing documents of the Issuer, the prior written consent of the Issuer is required for any transfer of Common Units prior to the listing of the Common Units on a national securities exchange, if any. Notwithstanding the foregoing, however, prior to the listing of the Common Units on a national securities exchange, if any, Platinum Falcon is permitted under the governing documents and the Letter Agreement to transfer all or part of its Common Units, provided that (i) the Issuer provides prior written consent to any such transfer, which shall not be unreasonably withheld or delayed, (ii) any purported transferee satisfies applicable eligibility and/or suitability requirements and (iii) any such transfer is made in connection with transactions exempt from, or not subject to, the registration requirements of the Securities Act of 1933, as amended.

The foregoing description of the A&R Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Subscription Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference.

Assignment, Admission and Amendment Agreement

Platinum Falcon entered into an Assignment, Admission and Amendment Agreement (the “Assignment Agreement”) on February 2, 2024, effective as of December 7, 2023, with Jefferies Credit Partners LLC (the “Assignor”) and the Issuer.  Pursuant to the Assignment Agreement, the Assignor assigned 1,000 Common Units of the Issuer to Platinum Falcon.

The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, which is filed as Exhibit 99.2 and is incorporated herein by reference.

Dated as of February 6, 2024