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
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
Jefferies Credit Partners BDC Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
Turner Herbert 211 Corniche, PO Box 3600, Abu Dhabi, C0, 00000 971 2 4150000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/22/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Abu Dhabi Investment Authority | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,506,159.49 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Abu Dhabi Investment Authority (ADIA) is a public institution established in 1976 by the Government of the Emirate of Abu Dhabi (the Government) as an independent investment institution. ADIA is wholly owned and subject to constitutional supervision by the Government. ADIA has an independent legal identity with full capacity to act in fulfilling its statutory mandate and objectives.
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Platinum International Investment Holdings RSC Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,506,159.49 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Platinum Falcon B 2018 RSC Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,506,159.49 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Jefferies Credit Partners BDC Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
520 Madison Avenue, 12th Floor, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
The following constitutes Amendment No. 9 ("Amendment No. 9") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Abu Dhabi Investment Authority ("ADIA"), Platinum International Investment Holdings RSC Limited ("Platinum Holdings") and Platinum Falcon B 2018 RSC Limited ("Platinum Falcon", and together with Platinum Holdings and ADIA, the "Reporting Persons") on December 13, 2023, as amended by Amendment No. 1 filed on January 25, 2024, Amendment No. 2 filed on February 6, 2024, Amendment No. 3 filed on August 28, 2024, Amendment No. 4 filed on September 24, 2024, Amendment No. 5 filed on October 22, 2024, Amendment No. 6 filed on December 27, 2024, Amendment No. 7 filed on January 22, 2025, and Amendment No. 8 filed on April 24, 2025. This Amendment No. 9 amends and supplements the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by (i) ADIA, (ii) Platinum Holdings, and (iii) Platinum Falcon. Platinum Holdings is the sole owner of Platinum Falcon and ADIA is the sole owner of Platinum Holdings. The board of directors of ADIA does not involve itself in ADIA's investment and operational decisions, for which the Managing Director of ADIA is responsible under law. The Investment Committee of ADIA assists the Managing Director with investment decisions. Set forth on Exhibit 99.1 hereto are the names and other required information regarding the Managing Director and the members of the Investment Committee of ADIA (collectively, the "ADIA Scheduled Persons"); the names and other required information regarding the executive officers and the members of the board of directors of Platinum Holdings (the "Platinum Holdings Scheduled Persons"); and the names and other required information regarding the executive officers and the members of the board of directors of Platinum Falcon (the "Platinum Falcon Scheduled Persons", and together with the Platinum Holdings Scheduled Persons and the ADIA Scheduled Persons, the "Scheduled Persons"). Except as disclosed herein, none of the Scheduled Persons beneficially owns any securities of the Issuer. | |
| (b) | The principal business address of ADIA is 211 Corniche, PO Box 3600, Abu Dhabi, United Arab Emirates. The principal business address of Platinum Holdings is Level 26, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. The principal business address of Platinum Falcon is Level 26, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. | |
| (c) | ADIA was established in 1976 to invest funds on behalf of the Government of the Emirate of Abu Dhabi (the "Government"), to make available the necessary financial resources to secure and maintain the future welfare of the Emirate of Abu Dhabi. ADIA carries out its investment program independently and without reference to the Government or other entities that also invest on the Government's behalf. Platinum Holdings is wholly owned by ADIA and wholly owns Platinum Falcon, whose principal business is the investing of funds made available to Platinum Falcon by ADIA. | |
| (d) | None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Scheduled Persons, have been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Scheduled Persons, have been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows: (i) ADIA - Abu Dhabi, United Arab Emirates, (ii) Platinum Holdings - Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates, and (iii) Platinum Falcon - Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference. The shares of Common Stock of the Issuer were purchased by Platinum Falcon with the working capital of Platinum Falcon | ||
| Item 4. | Purpose of Transaction | |
Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: On June 13, 2025, the Issuer delivered a Notice to Platinum Falcon to purchase shares in an aggregate amount equal to $25,000,000 (the "Ninth Purchase Amount"). Platinum Falcon paid the Ninth Purchase Amount to the Issuer to purchase 1,727,039.357 shares of Common Stock at a per share purchase price of $14.47564, with such number of shares and purchase price being determined by the Issuer on July 22, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Each of ADIA, Platinum Holdings and Platinum Falcon may be deemed to beneficially own 19,506,159.492 shares of Common Stock of the Issuer, which represents approximately 56.6% of the shares of Common Stock outstanding, based on 34,442,089.484 shares of Common Stock outstanding as of July 22, 2025, based on information received from the Issuer. The shares of Common Stock reported herein are directly held and beneficially owned by Platinum Falcon. Platinum Holdings, the sole owner of Platinum Falcon, may be deemed to beneficially own the shares of Common Stock directly held by Platinum Falcon. ADIA, the sole owner of Platinum Holdings, may be deemed the beneficial owner of the shares of Common Stock directly held by Platinum Falcon. | |
| (b) | Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Each of the Reporting Persons may be deemed to have sole voting power over 1,687,662.384716 shares of Common Stock and sole dispositive power over 19,506,159.492 shares of Common Stock. The information in Item 4 regarding voting power over the shares of Common Stock reported herein under the Voting Trust Agreement and the termination provisions of the Voting Trust Agreement are incorporated herein by reference. | |
| (c) | The information in Items 3 and 4 are incorporated herein by reference. Except as
disclosed in this Schedule 13D, as amended, there have been no transactions by the Reporting Persons or the Scheduled Persons in the securities of the Issuer during the past sixty days. | |
| (d) | The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Information Regarding Scheduled Persons. | ||
| 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.
|
|
|
|
|
|
|
|
|
|