Sec Form 13D Filing - CYRUS CAPITAL PARTNERS L.P. filing for Investcorp Credit Management BDC Inc. (ICMB) - 2022-05-09

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.
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 

Investcorp Credit Management BDC, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

46090R104

(CUSIP Number)

 

Jennifer M. Pulick

General Counsel

Cyrus Capital Partners, L.P.

65 East 55th Street, 35th Floor

New York, New York 10022

(212) 380-5800

 

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

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

May 5, 2022

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. x

(Page 1 of 6 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

CUSIP No. 46090R104SCHEDULE 13D/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSONS

Cyrus Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,253,976

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,253,976

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,253,976

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

8.7%

14

TYPE OF REPORTING PERSON

IA, PN

         

 

 

 

CUSIP No. 46090R104SCHEDULE 13D/APage 3 of 6 Pages

 

1

NAME OF REPORTING PERSONS

Cyrus Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,253,976

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,253,976

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,253,976

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

8.7%

14

TYPE OF REPORTING PERSON

OO, HC

         

.

 

CUSIP No. 46090R104SCHEDULE 13D/APage 4 of 6 Pages

 

1

NAME OF REPORTING PERSONS

Stephen C. Freidheim

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS RE QUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,253,976

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,253,976

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,253,976

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

8.7%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 46090R104SCHEDULE 13D/APage 5 of 6 Pages

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned on March 12, 2020 with respect to the Common Stock of the Issuer (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on August 27, 2021 (“Amendment No. 1”), and Amendment No. 2 to the Original Schedule 13D, filed with the SEC on August 30, 2021 (“Amendment No. 2”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Item 5 as set forth below.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Items 5 (a) – (c) of the Schedule 13D are hereby amended and restated as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and the percentage of the Shares beneficially owned by the Reporting Persons.  The percentages reported in this Schedule 13D are calculated based upon 14,385,038 shares of Common Stock of the Issuer outstanding as of February 7, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2021 filed with the Securities and Exchange Commission on February 7, 2022.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) On May 5, 2022, the Reporting Persons agreed to sell an aggregate of 2,165,000 shares of Common Stock at a price of $6.93 per share to a third party, which sale was consummated on May 9, 2022.  Other than as disclosed in this Item 5(c), no transactions in the Common Stock have been effected by the Reporting Persons during the past sixty (60) days.

 

 

CUSIP No. 46090R104SCHEDULE 13D/APage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 9, 2022

 

  CYRUS CAPITAL PARTNERS, L.P.
     
  By: /s/  Jennifer M. Pulick
  Name:  Jennifer M. Pulick
  Title:    Authorized Signatory
   
   
  CYRUS CAPITAL PARTNERS GP, L.L.C.
   
   
  By: /s/  Stephen C. Freidheim
  Name:  Stephen C. Freidheim
  Title:   Manager
   
   
  /s/ Stephen C. Freidheim
  STEPHEN C. FREIDHEIM