Sec Form 13D Filing - Saudi National Bank filing for VISTA CREDIT STRATEGIC LENDING CORP.VISTA CREDIT STRATEGIC LENDING CORP. - 2023-11-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Vista Credit Strategic Lending Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

U9224Y103

(CUSIP Number)

Sanjay Agarwal

Chief Financial Officer, SNB Capital (DIFC) Limited

Level 6 The Gate (West 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)

October 2, 2023

(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 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).

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock, par value $0.01 per share, of Vista Credit Strategic Lending Corp., a Maryland corporation (the “Issuer”). The address of the principal executive office of the Issuer is 55 Hudson Yards, Floor 28, New York, NY 10001.

Item 2. Identity and Background

(a) This statement is being filed collectively by:

SNBC is an indirect, majority-owned subsidiary of SNB.

(b) The principal business office of SNB is The Saudi National Bank Tower, King Abdullah Financial District, King Fahd Road 3208 Al Aqeeq District Unit No 778 Riyadh, 13519-6676, Kingdom of Saudi Arabia. The principal business office of SNBC is 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands, KY1-9001.

(c) through (f) The principal business of SNB is to provide various banking products and services in Saudi Arabia. The principal business of SNBC 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. During the last five years, none of 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, or 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

On October 2, 2023, SNB acquired 12,500 shares of Common Stock of the Issuer in a private placement transaction by the Issuer, for an aggregate purchase price of $250,000, pursuant to the SNB Subscription Agreement, as defined below (the “Purchase”), following receipt of a Drawdown Notice (as defined below) dated October 2, 2023 notifying SNB of its obligation to purchase the shares of Common Stock pursuant to the terms of the agreement. On November 9, 2023, SNB acquired an additional 494,699.344 shares of Common Stock for an aggregate purchase price of $9,643,986.87, following receipt of an additional Drawdown Notice on October 31, 2023.

Item 4. Purpose of Transaction

The purpose of the Purchase is to make an investment in the Company through the acquisition of shares of Common Stock of the Issuer, in accordance with SNB’s obligation under the SNB Subscription Agreement. The information in Item 6 below is incorporated by reference into this Item 4.

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

(a) and (b): As of the date of this filing, SNB beneficially owned 494,699.344 shares of Common Stock of the Issuer which, in the aggregate, represents 21.4% of the issued and outstanding shares of Common Stock of the Issuer as of the date of this filing. The percentage was calculated based on 2,309,576.502 shares of Common Stock issued and outstanding as of November 10, 2023 (as reported by the Issuer on November 10, 2023).

(c) Except as disclosed in this Schedule 13D, 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

On June 22, 2023, SNB entered into a subscription agreement with the Issuer to purchase up to $100 million in value of the Common Stock, in the form attached as Exhibit 99.2 (the “SNB Subscription Agreement”). As detailed in the SNB Subscription Agreement, SNB is required to purchase shares up to its commitment amount upon receipt of a Drawdown Notice as defined in that agreement. On October 2, SNB received a notice to purchase 12,500 shares of Common Stock for a purchase price of $20.00 per share and an aggregate purchase price of $250,000. On October 31, 2023, SNB received a notice to purchase 482,199.344 shares of Common Stock for a purchase price of $20.00 per share and an aggregate purchase price of $9,643,986.87.

SNB and SNBC are negotiating a potential agreement pursuant to which SNBC would have the option of purchasing the shares of Common Stock acquired by SNB.

Item 7. Material to Be Filed as Exhibits

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: November 15, 2023

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 Saudi National Bank

SNB Capital Dubai Inc.