First Eagle SC 13D/ATHL Credit / First Eagle ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

THL CREDIT, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

872438106

(CUSIP Number)

David O’Connor

First Eagle Investment Management, LLC

1345 Avenue of the Americas

New York, NY 10105

(212)698-3300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 28, 2020

(Date of Event Which Requires Filing of Statement on Schedule 13D)

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) or240.13d-1(g), checking 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 (“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).

ITEM 1.       SECURITY AND ISSUER

This Amendment No. 2 (this “Amendment”), which relates to shares of common stock, par value $0.001 per share (the “Shares”), of THL Credit, Inc., a Delaware corporation (the “Issuer”), amends and supplements the Schedule 13D filed on March 26, 2020 (the “Schedule”), as amended and supplemented by the Amendment No. 1 to the Schedule 13D filed on April 21, 2020 (“Amendment No. 1” and together with the Schedule, the “Statement”). The address of the Issuer’s principal executive office is 100 Federal St., 31st Floor, Boston, MA 02110.

The Reporting Persons (as defined below) are filing this Amendment because, for purposes of Section 13(d) of the Exchange Act, the Reporting Persons may have been deemed to be a “group”, which has dissolved as of May 28, 2020. This Amendment constitutes an exit filing, pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), only for Mehdi Mahmud, William Montgomery Cook, Steven Krull, Robert Hickey, Michael Herzig, Christopher J. Flynn, Terrence Olson, James Fellows, Sabrina Rusnak-Carlson, Christian Champ, Jeff Kovanda, Sam W. Tillinghast, Howard Wu, Brian Good and Brian Murphy (collectively, the “Applicable Parties”). For clarity, the reporting obligations under Section 13(d) of the Exchange Act continue in effect for First Eagle Holdings, Inc., First Eagle Investment Management, LLC and First Eagle Alternative Credit, LLC (collectively, the “Remaining Parties”).

Capitalized terms used but not defined herein shall have the meaning set forth in the Statement. Except as amended and supplemented hereby, the Statement remains in full force and effect. Information given in response to each item shall be deemed incorporated by reference in all other items in the Statement, as applicable.

This Amendment is being filed by the following persons (each a “Reporting Person”):

The FE Entities,Non-Entity BDC Investors and Mahmud are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” As of the date of the Stockholder Approval (as defined below) on May 28, 2020, the Commitment Letter and A&R Side Letter have terminated by their respective terms; and therefore, the Applicable Parties no longer are a group and no longer are subject to Section 13(d) of the Exchange Act.

Each of the Reporting Persons is either principally engaged in, or employed by a firm that is principally engaged in, the business of investing in securities.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

On September 21, 2015, the SEC announced an agreement with FEIM to settle charges relating to the use of assets of the FEIM mutual funds (the “Mutual Funds”) to make payments to two financial intermediaries for distribution-related services outside of a written, approved Rule12b-1 plan, and that were not paid by FEIM out of its own resources. The SEC alleged that the use of the Mutual Funds’ assets to pay for these distribution-related services rendered the Mutual Funds’ disclosures concerning payments for distribution-related services inaccurate. Without admitting or denying the SEC’s findings, FEIM was censured and consented to the entry of an order to cease and desist from committing or causing any violations and future violations of Section 206(2) of the Investment Advisers Act of 1940, as amended (the “1940 Act”) and Sections 12(b) and 34(b) and Rule12b-1 of the 1940 Act, as amended. FEIM agreed in the settlement to pay disgorgement of $24,907,354, prejudgment interest of $2,340,525 and a civil monetary penalty of $12,500,000. On March 29, 2019, FEIM sent a certification to the SEC that, on a best efforts basis, it had completed the process of disbursing the amounts payable to affected shareholders under the settlement and the third-party consultant provided a final accounting of such payments to the SEC. Any residual, undistributable payments were transferred to the United States Treasury on April 5, 2019 in accordance with the settlement, and the payment of all monetary penalties resulting from this matter is complete. The resolution of this matter did not have a material adverse effect on FEIM’s financial results or operations.

Except as set forth in the foregoing paragraph, during the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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 violation with respect to such laws.

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

Item 4 of the Statement is hereby amended and restated in its entirety by the following:

On January 28, 2020, the Issuer’s board of directors unanimously approved a new investment management agreement (the “New Investment Management Agreement”) between the Issuer and FEAC. The New Investment Management Agreement was subject to stockholder approval (the “Stockholder Approval”).

In connection with the potential Stockholder Approval, FEIM, THLP Debt Partners, L.P., a Delaware limited partnership (“THLP Debt Partners”) and theNon-Entity BDC Investors (collectively, the “BDC Investors”) and the Issuer entered into that certain commitment letter agreement, dated March 3, 2020 (the “Commitment Letter”), pursuant to which the BDC Investors (i) agreed to purchase from the Issuer, in aggregate, approximately $30 million of the Issuer’s common stock in a publicly registered issuance on

or before April 21, 2020, and (ii) committed to purchase such shares at the Issuer’s net asset value per share, in accordance with the 1940 Act, with FEIM’s share of the commitment approximately $20 million, and THLP Debt Partners andNon-Entity BDC Investors’ approximately $10 million (subsections (i) and (ii), the “Commitment”). TheNon-Entity BDC Investors’ share of the Commitment was funded by the funds held by U.S. Bank, N.A., in its capacity as escrow agent, pursuant to an escrow agreement, dated January 31, 2020, between U.S. Bank, N.A. and Christopher J. Flynn, in his capacity as theNon-Entity BDC Investors’ representative (the “Investor Representative”) (such agreement, the “Escrow Agreement”).

Further, after the investments contemplated by the Commitment, THLP Debt Partners had the ability to deliver a notice to the Investor Representative (“Follow-on Notice”), instructing the Investor Representative to release any remaining portion of the escrow funds in order to acquire additional Shares until June 29, 2020. After delivery of theFollow-on Notice, THLP Debt Partners would have simultaneously acquired additional Shares on the same terms as theNon-Entity BDC Investors on a pro rata basis and in the same proportion as THLP Debt Partners and theNon-Entity BDC Investors acquired their Shares in connection with the investments contemplated by the Commitment.

In connection with the potential Stockholder Approval, the BDC Investors entered into an amended and restated letter agreement, dated March 3, 2020 (the “Letter Agreement”), pursuant to which, among other things, each of the BDC Investors agreed to (A) take the actions contemplated by the Commitment, (B) not dispose or otherwise transfer, convey or assign beneficial or economic ownership of the Shares it acquires pursuant to the Letter Agreement and the Commitment Letter prior to the earlier of (x) receipt of the Stockholder Approval, and (y) twelve (12) months from the date such Shares were purchased, as contemplated by the Letter Agreement and Commitment Letter, (C) vote the Shares held by it in favor of the New Investment Management Agreement, and (D) take such actions as are necessary to cause the Shares held by it to count towards a quorum for any matter requested by FEIM. The Letter Agreement terminates automatically without the need for any further action after the vote described in clause (C) of this paragraph.

On April 17, 2020, the Issuer issued to the BDC Investors 5,617,978 Shares in a publicly registered, primary issuance (the “Issuance”), pursuant to the Commitment Letter. BDC Investors purchased the Shares in the Issuance at the net asset value of $5.34 per share, as determined on April 15, 2020, with such price per share approved by the Issuer’s board of directors on April 16, 2020, in accordance with the Issuer’s applicable policies and procedures.

In connection with the Issuance, the Issuer and FEIM and theNon-Entity BDC Investors entered into the following subscription agreements (the “Subscription Agreements”) with respect to the purchase of Shares:

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms of the Subscription Agreements, a form of which is incorporated herein by reference as set forth in Item 7.

On May 28, 2020, the Stockholder Approval was granted at a special meeting of the Issuer’s stockholders. As of the date of Stockholder Approval, the Commitment Letter and A&R Side Letter have terminated by their respective terms; and therefore, the Applicable Parties no longer are a group and no longer subject to Section 13(d) of the Exchange Act.

This Amendment constitutes an exit filing, pursuant to Section 13(d) of the Exchange Act, for the Applicable Parties. The reporting obligations under Section 13(d) of the Exchange Act continue in effect for the Remaining Parties.

As may be appropriate from time to time, each of the Remaining Parties may consider the feasibility and advisability of various alternative courses of action with respect to such investment, including, without limitation: (a) the acquisition or disposition by the Remaining Parties of Shares, including through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material changes in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above. The Remaining Parties may communicate with the Issuer’s board of directors, members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Issuer’s board of directors. Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer, the Remaining Parties do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.

The Remaining Parties reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional securities of the Issuer, dispose of some or all of the Shares or such other securities, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or proposals with respect to any of the foregoing.

The Remaining Parties intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments.

Item 5 of the Statement is hereby amended and restated in its entirety by the following

(a) and (b)

As of the date of this Amendment, FEH, as the managing member of FEIM, and FEIM, as the sole and managing member of FEAC, may be deemed to have sole voting and dispositive power with respect to all 3,745,320 Shares owned by FEIM and 1,259,102 Shares owned by FEAC, for an aggregate amount of 5,004,422 Shares, representing approximately 14.177% of the Issuer’s aggregate issued and outstanding shares of common stock, as set forth in the Issuer’s Form10-Q, filed with the SEC on May 7, 2020 (the “Total Outstanding Shares”).

As of the date of this Amendment, FEIM has sole voting and dispositive power with respect to 3,745,320 Shares, and, as the sole and managing member of FEAC may be deemed to have sole voting and dispositive power with respect to all 1,259,102 Shares owned by FEAC, for an aggregate amount of 5,004,422 Shares representing approximately 14.177% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, FEAC has sole voting and dispositive power with respect to 1,259,102 Shares, representing approximately 3.567% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, William Montgomery Cook has sole voting and dispositive power with respect to 17,636 Shares, representing approximately 0.050% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Steven Krull has sole voting and dispositive power with respect to 2,464 Shares, representing approximately 0.007% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Robert Hickey has sole voting and dispositive power with respect to 65,656 Shares, representing approximately 0.186% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Michael Herzig has sole voting and dispositive power with respect to 40,154 Shares, representing approximately 0.114% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Christopher J. Flynn has sole voting and dispositive power with respect to 141,478 Shares, representing approximately 0.401% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Terrence Olson has sole voting and dispositive power with respect to 133,434 Shares, representing approximately 0.378% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, James Fellows has sole voting and dispositive power with respect to 144,229 Shares, representing approximately 0.409% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Sabrina Rusnak-Carlson has sole voting and dispositive power with respect to 21,290 Shares, representing approximately 0.060% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Mahmud has sole voting and dispositive power with respect to 37,226 Shares, representing approximately 0.105% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Christian Champ has sole voting and dispositive power with respect to 3,055 Shares, representing approximately 0.009% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Jeff Kovanda has sole voting and dispositive power with respect to 1,399 Shares, representing approximately 0.004% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Sam W. Tillinghast has sole voting and dispositive power with respect to 17,746 Shares, representing approximately 0.050% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Howard Wu has sole voting and dispositive power with respect to 9,554 Shares, representing approximately 0.027% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Brian Murphy has sole voting and dispositive power with respect to 31,993 Shares, representing approximately 0.091% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

As of the date of this Amendment, Brian Good has sole voting and dispositive power with respect to 84,298 Shares, representing approximately 0.239% of the Total Outstanding Shares (determined in accordance with Rule13d-3 of the Exchange Act).

(c) Information concerning transactions in the shares of Common Stock effected within the last 60 days by the Reporting Persons is set forth onSchedule A hereto and is incorporated herein by reference.

(d) Except as set forth in this Amendment or the Statement, to the knowledge of the Reporting Persons, no person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares covered by this Amendment and the Statement.

(e) Not applicable.

Item 6 of the Statement is hereby amended and restated in its entirety by the following:

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6.

Except as referenced above or described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Issuer.

SIGNATURE

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

Dated: June 1, 2020

SCHEDULE A

Transaction in the Shares During the Past Sixty Days