UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Diameter Credit Company
(Name of Issuer)
Common shares of beneficial interest, par value $0.001 per share
(Title of Class of Securities)
N/A
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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
| 1 | NAMES OF REPORTING PERSONS
BTGP Boreas Fund LP – Series A | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
996,250.80 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
996,250.80 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,250.80 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
CUSIP No. N/A
| 1 | NAMES OF REPORTING PERSONS
BTG Pactual Prop GP, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
996,250.80 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
996,250.80 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,250.80 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
CUSIP No. N/A
| 1 | NAMES OF REPORTING PERSONS
Banco BTG Pactual S.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
996,250.80 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
996,250.80 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,250.80 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
CUSIP No. N/A
| 1 | NAMES OF REPORTING PERSONS
BTG Pactual Holding S.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
996,250.80 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
996,250.80 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,250.80 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
CUSIP No. N/A
| 1 | NAMES OF REPORTING PERSONS
BTG Pactual G7 Holding S.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
996,250.80 | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
996,250.80 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,250.80 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| Item 1(a). | Name of Issuer: |
Diameter Credit Company (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
55 Hudson Yards, 29th Floor
New York, NY 10001
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report (collectively, the “Reporting Persons”) are:
BTGP Boreas Fund LP – Series A, a Cayman Islands exempted limited partnership
BTG Pactual Prop GP, Ltd., a Cayman Islands exempted company
Banco BTG Pactual S.A., a Brazilian corporation
BTG Pactual Holding S.A., a Brazilian corporation
BTG Pactual G7 Holding S.A., a Brazilian corporation
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of the Reporting Persons is:
BTGP Boreas Fund LP – Series A, Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
BTG Pactual Prop GP, Ltd. - Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Banco BTG Pactual S.A., Praia de Botafogo, 501, 5th Floor, 22250-040, City and State of Rio de Janeiro, Brazil
BTG Pactual Holding S.A., Av. Brigadeiro Faria Lima, 3477, 14th Floor, part, Itaim Bibi, City and State of São Paulo, 04538-133, Brazil
BTG Pactual G7 Holding S.A., Praia de Botafogo, 501, 5th Floor, 22250-040, City and State of Rio de Janeiro, Brazil
| Item 2(c). | Citizenship: |
See Item 4 of each of the cover pages to this Schedule 13G
| Item 2(d). | Title of Class of Securities: |
Common shares of beneficial interest, par value $0.001 per share (“Common Shares”)
| Item 2(e). | CUSIP Number: |
N/A
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 16,167,157.46 outstanding Common Shares as of August 27, 2024 as provided to the Reporting Persons by the Issuer.
BTGP Boreas Fund LP – Series A directly holds 996,250.80 Common Shares. BTG Pactual Prop GP, Ltd. is the general partner of BTGP Boreas Fund L.P. – Series A, and is wholly-owned by BTG Pactual Global Asset Management Ltd. BTG Pactual Global Asset Management Ltd is wholly-owned by BTG Pactual UK Holdco Limited, which is wholly-owned by BTG Pactual Holding Internacional S.A., which is wholly-owned by Banco BTG Pactual S.A., a corporation incorporated in Brazil. BTG Pactual Holdings S.A. directly controls Banco BTG Pactual S.A. BTG Pactual G7 Holdings S.A. directly controls BTG Pactual Holding S.A.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
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: November 14, 2024
BTGP BOREAS FUND LP – Series A
| By: | /s/ Alexis Gontow Maron | |
| Name: Alexis Gontow Maron | ||
| Title: Authorized signatory |
BTG PACTUAL PROP GP, LTD.
| By: | /s/ Carolina Cury Maia Costa | |
| Name: Carolina Cury Maia Costa | ||
| Title: Director |
BANCO BTG PACTUAL S.A.
| By: | /s/ Fabio Scal | |
| Name: Fabio Scal | ||
| Title: Authorized signatory |
| By: | /s/ Amanda Senna Ferreira | |
| Name: Amanda Senna Ferreira | ||
| Title: Authorized signatory |
BTG PACTUAL HOLDING S.A.
| By: | /s/ Bruno Duque Horta Nogueira | |
| Name: Bruno Duque Horta Nogueira | ||
| Title: Director |
| By: | /s/ Roberto Balls Sallouti | |||
| Name: | Roberto Balls Sallouti | |||
| Title: | Director | |||
BTG PACTUAL G7 HOLDING S.A.
| By: | /s/ Bruno Duque Horta Nogueira | |
| Name: Bruno Duque Horta Nogueira | ||
| Title: Director |
| By: | /s/ Roberto Balls Sallouti | |||
| Name: | Roberto Balls Sallouti | |||
| Title: | Director | |||
