Sec Form 13G Filing - FP CREDIT PARTNERS II L.P. filing for SATIXFY COMMUNICATIONS LTD SHA (SATX) - 2024-02-13

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.

 Names of Reporting Persons

 FP Credit Partners II, L.P.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 4,632,223⁽¹⁾

 Sole Dispositive Power

 0

 Shared Dispositive Power

 4,632,223⁽¹⁾

 Aggregate Amount Beneficially Owned by Each Reporting Person

 4,632,223⁽¹⁾

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 5.34%⁽²⁾

 Type of Reporting Person (See Instructions)

 PN

Includes (i) 3,851,916 ordinary shares directly owned by FP Credit Partners II, L.P. and (ii) 780,307 ordinary shares that are “Price Adjustment Shares,” as defined in Annex A to the Consent and Fifth Amendment to Credit Agreement, dated as of October 31, 2023, by and among the Issuer, the lenders party thereto and Wilmington Savings Fund Society, FSB (“Annex A to the Consent and Fifth Amendment to Credit Agreement”), and subject to vesting and forfeiture as discussed in Annex A to the Consent and Fifth Amendment to Credit Agreement (the “Price Adjustment Shares”), directly owned by FP Credit Partners II, L.P.

Calculated based on 80,761,487 ordinary shares outstanding as of September 13, 2023 as reported on Exhibit 99.1 of the Issuer’s Form 6-K, filed on September 15, 2023, as increased by 5,936,408 ordinary shares issued to the Reporting Persons since September 13, 2023.

 Names of Reporting Persons

 FP Credit Partners GP II, L.P.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 4,857,065⁽¹⁾

 Sole Dispositive Power

 0

 Shared Dispositive Power

 4,857,065⁽¹⁾

 Aggregate Amount Beneficially Owned by Each Reporting Person

 4,857,065⁽¹⁾

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 5.60%⁽²⁾

 Type of Reporting Person (See Instructions)

 PN

Includes (i) 3,851,916 ordinary shares and 780,307 Price Adjustment Shares directly owned by FP Credit Partners II, L.P. and (ii) 186,967 ordinary shares and 37,875 Price Adjustment Shares directly owned by FP Credit Partners Phoenix II, L.P.

Calculated based on 80,761,487 ordinary shares outstanding as of September 13, 2023 as reported on Exhibit 99.1 of the Issuer’s Form 6-K, filed on September 15, 2023, as increased by 5,936,408 ordinary shares issued to the Reporting Persons since September 13, 2023.

 Names of Reporting Persons

 FP Credit Partners GP II Management, LLC

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 4,857,065⁽¹⁾

 Sole Dispositive Power

 0

 Shared Dispositive Power

 4,857,065⁽¹⁾

 Aggregate Amount Beneficially Owned by Each Reporting Person

 4,857,065⁽¹⁾

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 5.60%⁽²⁾

 Type of Reporting Person (See Instructions)

 OO

Includes (i) 3,851,916 ordinary shares and 780,307 Price Adjustment Shares directly owned by FP Credit Partners II, L.P. and (ii) 186,967 ordinary shares and 37,875 Price Adjustment Shares directly owned by FP Credit Partners Phoenix II, L.P.

Calculated based on 80,761,487 ordinary shares outstanding as of September 13, 2023 as reported on Exhibit 99.1 of the Issuer’s Form 6-K, filed on September 15, 2023, as increased by 5,936,408 ordinary shares issued to the Reporting Persons since September 13, 2023.

 Names of Reporting Persons

 Francisco Partners Management, L.P.

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 5,936,408⁽¹⁾

 Sole Dispositive Power

 0

 Shared Dispositive Power

 5,936,408⁽¹⁾

 Aggregate Amount Beneficially Owned by Each Reporting Person

  5,936,408⁽¹⁾

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☐

 Percent of Class Represented By Amount in Row (9)

 6.85%⁽²⁾

 Type of Reporting Person (See Instructions)

 PN

Includes (i) 3,851,916 ordinary shares and 780,307 Price Adjustment Shares directly owned by FP Credit Partners II, L.P., (ii) 186,967 ordinary shares and 37,875 Price Adjustment Shares directly owned by FP Credit Partners Phoenix II, L.P., (iii) 717,554 ordinary shares and 145,360 Price Adjustment Shares directly owned by FP Credit Partners, L.P. and (iv) 179,972 ordinary shares and 36,458 Price Adjustment Shares directly owned by FP Credit Partners Phoenix, L.P.

Calculated based on 80,761,487 ordinary shares outstanding as of September 13, 2023 as reported on Exhibit 99.1 of the Issuer’s Form 6-K, filed on September 15, 2023, as increased by 5,936,408 ordinary shares issued to the Reporting Persons since September 13, 2023.

Name of Issuer

Address of the Issuer’s Principal Executive Offices

Names of Persons Filing

FP Credit Partners II, L.P. (“FP Credit II”)

FP Credit Partners GP II, L.P. (the “GP”)

FP Credit Partners GP II Management, LLC (the “UGP”)

Francisco Partners Management, L.P. (“FPM”)

Address of the Principal Business Office, or if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Ownership

Amount beneficially owned:

Percent of Class:

Number of shares as to which the Reporting Person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

3,851,916 Ordinary Shares and 780,307 Price Adjustment Shares are held directly by FP Credit II,

186,967 Ordinary Shares and 37,875 Price Adjustment Shares are held directly by FP Credit Partners Phoenix II, L.P. (“FP Credit Phoenix II”),

717,554 Ordinary Shares and 145,360 Price Adjustment Shares are held directly by FP Credit Partners, L.P. (“FP Credit I”), and

179,972 Ordinary Shares and 36,458 Price Adjustment Shares are held directly by FP Credit Partners Phoenix, L.P. (“FP Credit Phoenix I”).

The GP is the general partner of FP Credit II and FP Credit Phoenix II. The UGP is the general partner of the GP. FPM serves as the investment manager for FP Credit II, FP Credit Phoenix II, FP Credit I, and FP Credit Phoenix I. As a result, each of the UGP and the GP may be deemed to share voting and dispositive power over the Ordinary Shares and Price Adjustment Shares held by FP Credit II and FP Credit Phoenix II, and FPM may be deemed to share voting and dispositive power over the Ordinary Shares and Price Adjustment Shares held by FP Credit II, FP Credit Phoenix II, FP Credit I, and FP Credit Phoenix I, but each disclaims beneficial ownership. Additionally, voting and disposition decisions at FPM with respect to the Ordinary Shares and Price Adjustment Shares reported herein are made by an investment committee. The members of the investment committee may be deemed to have or share beneficial ownership of the Ordinary Shares and Price Adjustment Shares held, but each member of the investment committee disclaims beneficial ownership of the Ordinary Shares and Price Adjustment Shares reported herein.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification