Sec Form 13D Filing - CAISSE DE DEPOT ET PLACEMENT DU QUEBEC filing for Lafayette Square USA Inc.Lafayette Square USA Inc. - 2022-12-22

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Lafayette Square USA, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
N/A
(CUSIP Number)
 
Soulef Hadjoudj
Caisse de dépôt et placement du Québec
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
(514) 847-5998
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 21, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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. N/A SCHEDULE 13D Page 2 of 4

 

 

1

NAME OF REPORTING PERSON

 

Caisse de dépôt et placement du Québec

 
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Québec, Canada

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

1,212,701.48

8

SHARED VOTING POWER

 

 

9

SOLE DISPOSITIVE POWER

 

1,212,701.48

10

SHARED DISPOSITIVE POWER

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,212,701.48

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.7%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

 

 

CUSIP NO. N/A SCHEDULE 13D Page 3 of 4

 

 

Item 1.Security and Issuer.

This amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the Schedule 13D filed on June 24, 2022 , as amended by Amendment No. 1, dated September 14, 2022 (the “Schedule 13 D”) by Caisse de dépôt et placement du Québec (the “Reporting Person”) relating to the Common Stock, par value $0.001 per share (the “Common Stock”) issued by Lafayette Square USA, Inc. (formerly, Lafayette Square Empire BDC, Inc.), a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 175 SW Seventh St., Unit 1911, Miami, Florida, 33130.

 

Capitalized terms used but not defined in this Amendment No.2 shall have the meanings set forth in the Schedule 13D.

 

Except as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged.

 

Item 2.Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

“The citizenship of the natural persons who are officers, directors or controlling persons of the Reporting Person is set forth in Annex A hereto.”

 

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

“On December 21, 2022, the Reporting Person purchased 338,753.39 shares of Common Stock from the Issuer, at a purchase price of $14.76 per share, for an aggregate purchase price of $5,000,000.04, following the delivery by the Issuer to the Reporting Person of a drawdown notice pursuant to the Subscription Agreement. The source of funds used by the Reporting Person was funds on deposit at the Reporting Person.”

 

Item 5.Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated to read in full as follows:

“The responses to this Item 5 and the information on the cover page are based on there being 4,916,554.02 shares of Common Stock outstanding as of December 22, 2022.

The information set forth in Items 2 and 3 of this Amendment No. 2 and the cover pages of this Amendment No. 2 is hereby incorporated by reference into this Item 5.

(a) and (b) As a result of the transactions described above, the Reporting Person is the direct beneficial owner of 1,212,701.48 shares of Common Stock, which represents approximately 24.7% of the Issuer's outstanding Common Stock.

(c) The transactions by the Reporting Person in the shares of Common Stock during the past sixty days are set forth in Annex B. Except as otherwise disclosed therein, the Reporting Person has not effected any transaction in the shares of Common Stock in the last 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the shares of Common Stock beneficially owned by the Reporting Person.

(e) Not applicable.”

 

  

 

 

CUSIP NO. N/A SCHEDULE 13D Page 4 of 4

 

 

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.

Dated: December 22, 2022

 

 

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

 
         
         
  By: /s/ Soulef Hadjoudj  
    Name: Soulef Hadjoudj  
    Title: Authorized Signatory  

 

 

  

 

 

Annex A

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

 

Directors and Officers 

 

Name Business Address Principal Occupation or Employment

Citizenship

Jean St-Gelais

1000, place Jean-Paul-Riopelle

Montréal, Québec

H2Z 2B3

Chairman of the Board of Directors Canadian
Jean-François Blais

1000, place Jean-Paul-Riopelle

Montréal, Québec

H2Z 2B3

Corporate Director Canadian
Ivana Bonnet Zivcevic

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director

Senior Country Officer, Crédit Agricole CIB Italy

Serbian and

French

 

Alain Côté

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director Canadian
René Dufresne

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director

President and Chief Executive Officer, Retraite

Québec

Canadian
Charles Emond

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

President, Chief Executive Officer and Corporate Director Canadian
Olga Farman

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director

Managing Director, Norton Rose Fulbright

Canadian
Nelson Gentiletti

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director Canadian

 

 

 

 

 

 

Name Business Address Principal Occupation or Employment

Citizenship

Gilles Godbout

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director Canadian
Lynn Jeanniot

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director Canadian
Maria S. Jelescu Dreyfus

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director
Chief Executive Officer, Ardinall Investment Management

 

Romanian
Diane Lemieux

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director

President and Chief Executive Officer, Commission

de la construction du Québec

Canadian
Martin Longchamps

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of Private Equity Canadian
Wendy Murdock

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Corporate Director Canadian
Maxime Aucoin

1000, place Jean-Paul-Riopelle

9th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of Total Portfolio Canadian
Helen Beck

1000, place Jean-Paul-Riopelle

9th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of Equity Markets Canadian
Claude Bergeron

1000, place Jean-Paul-Riopelle

9th floor

Montréal, Québec

H2Z 2B3

Chief Risk Officer and Head of Depositor Relationships Canadian

 

 

 

 

 

Name Business Address Principal Occupation or Employment

Citizenship

Marc-André Blanchard

1000, place Jean-Paul-Riopelle

10th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of CDPQ Global Canadian
Ani Castonguay

1000, place Jean-Paul-Riopelle

10th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President, Public Affairs Canadian
Marc Cormier

1000, place Jean-Paul-Riopelle

6th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of Fixed Income French and Canadian
Martin Coiteux

1000, place Jean-Paul-Riopelle

4th floor

Montréal, Québec

H2Z 2B3

Head of Economic Analysis and Global Strategy Canadian
Vincent Delisle

1000, place Jean-Paul-Riopelle

7th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of Liquid Markets Canadian
Ève Giard

1000, place Jean-Paul-Riopelle

5th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President, Talent and Performance Canadian
Emmanuel Jaclot

1000, place Jean-Paul-Riopelle

8th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of Infrastructure French
Martin Laguerre

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of Private Equity CDPQ US (New York) Canadian and American
Maarika Paul

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Chief Financial and Operations Officer Canadian
Alexandre Synnett

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President, Private Equity, Technology Canadian

 

 

 

 

 

Name Business Address Principal Occupation or Employment

Citizenship

Kim Thomassin

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of Québec Canadian
Nathalie Palladitcheff

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

President and Chief Executive Officer Ivanohé Cambridge French
Rana Ghorayeb

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

President and Chief Executive Officer Otéra Capital Canadian
Michel Lalande

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President, Legal Affairs and Secretariat Canadian

 

 

 

 

 

Annex B

Schedule of Transactions

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

None, except as described in Item 3 of this Schedule 13D