Jefferies Credit Partners BDC SC 13DJefferies Credit Partners BDC / Abu Dhabi Investment Authority ownership change

On July 17, 2023, Platinum Falcon entered into a subscription agreement (the “Subscription Agreement”) with the Issuer, Senior Credit Investments, LLC, and Jefferies Credit Management Holdings LLC (“HoldCo”).  Pursuant to the Subscription Agreement, Platinum Falcon has agreed to purchase shares of Common Stock of the Issuer each time the Issuer delivers a notice (a “Notice”) to Platinum Falcon in an aggregate amount equal to $625 million (the “Commitment”).  Pursuant to the Subscription Agreement, Notices will be delivered to Platinum Falcon at least seven business days prior to the date on which the Platinum Falcon is obligated to purchase shares (the “Purchase Date”).

On November 28, 2023, the Issuer delivered a Notice to Platinum Falcon to purchase shares in an aggregate amount equal to $123,500,000 (the “First Purchase Amount”) with a Purchase Date of December 7, 2023.  On December 5, 2023, Platinum Falcon paid the First Purchase Amount to the Issuer to purchase 8,395,649 shares of Common Stock at a per share purchase price of $14.71, with such number of shares and purchase price being determined by the Issuer on December 7, 2023.  No fractional shares of Common Stock were issued and $3.21 of the First Purchase Amount was remitted to Platinum Falcon.

Pursuant to the Subscription Agreement, Platinum Falcon may not transfer its Common Stock without complying with the provisions of the governing documents of the Issuer.  Under the governing documents of the Issuer, the prior written consent of the Issuer is required for any transfer of Common Stock prior to the listing of the shares of Common Stock on a national securities exchange, if any. Notwithstanding the foregoing, however, prior to the listing of the shares of Common Stock on a national securities exchange, if any, Platinum Falcon is permitted under the governing documents and the Letter Agreement (as defined herein) to transfer all or part of its Common Stock, provided that (i) the Issuer provides prior written consent to any such transfer, which shall not be unreasonably withheld or delayed, (ii) any purported transferee satisfies applicable eligibility and/or suitability requirements and (iii) any such transfer is made in connection with transactions exempt from, or not subject to, the registration requirements of the Securities Act of 1933, as amended.

On July 17, 2023, Platinum Falcon entered into a voting trust agreement (the “Voting Trust Agreement”) with Delaware Trust Company (the “Trustee”) and Glass, Lewis & Co., LLC (the “Voting Consultant”).  Pursuant to the Voting Trust Agreement, (i) Platinum Falcon irrevocably transferred and assigned its voting and consent rights with respect to the shares of Common Stock beneficially owned by it and additional shares of Common Stock of which it becomes the beneficial owner during the term of the Voting Trust Agreement in excess of 4.9% of the outstanding shares of Common Stock of the Issuer (such shares of Common Stock of the Issuer in excess of 4.9% of the outstanding shares of Common Stock of the Issuer, the “Subject Shares”) to the Trustee and (ii) the Voting Consultant agreed to analyze any matters requiring the owner of the Subject Shares to vote or consent in its capacity as an equity holder and to provide a recommendation to the Trustee of how to vote or consent with respect to such voting or consent matters.  The Trustee is obligated to act in accordance with the voting or consent recommendation made by the Voting Consultant and will not provide a vote or consent on behalf of Platinum Falcon if the Voting Consultant fails to provide a voting or consent recommendation to the Trustee on or prior to the deadline for submission of such vote or consent.

Pursuant to the Voting Trust Agreement, Platinum Falcon retains the right to sell or otherwise transfer the Subject Shares at any time in its sole discretion, subject to any transfer restrictions contained in the governing documents of the Issuer and under applicable law.  Upon the transfer by Platinum Falcon of any Subject Shares to an unaffiliated third party, such shares shall no longer be subject to the Voting Trust Agreement.  The Voting Trust Agreement may be terminated (i) at the option of Platinum Falcon with 10 business days prior written notice to the Trustee and Voting Consultant, upon July 1 or December 31 of any year, (ii) at the option of Platinum Falcon, upon Platinum Falcon owning less than 5% of the outstanding shares of Common Stock of the Issuer, (iii) in connection with certain transfers of shares of Common Stock by Platinum Falcon and (iv) upon 10 business days written notice delivered by Platinum Falcon to the Trustee and Voting Consultant following the failure to agree to the renewal or extension of the term for the Trustee or Voting Consultant.

The foregoing description of the Voting Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Trust Agreement, which is filed as Exhibits 99.2 and is incorporated herein by reference.

Further, on July 17, 2023, in exchange for entering into the Subscription Agreement and its purchase commitments pursuant to the Subscription Agreement, Platinum Falcon received a membership interest in HoldCo. HoldCo’s sole asset is a membership interest in Jefferies Credit Management, LLC, the investment adviser of the Issuer (the “Adviser”).

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, and any applicable trading restrictions, the Reporting Persons and/or their affiliates may acquire additional securities of the Issuer or may determine to sell or redeem or otherwise dispose of all or some of the Issuer’s securities. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons and/or their affiliates may deem material to their investment decision.

Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management of the Issuer and/or the Issuer’s Board of Directors (the “Board”), engaging in discussions with other shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, Board composition or operations of the Issuer or changing their intention with respect to any and all matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

On July 17, 2023, Platinum Falcon entered into a letter agreement (the “Letter Agreement”) with the Issuer, the Adviser, HoldCo, and Jefferies Credit Partners LLC (the “Manager”) pursuant to which Platinum Falcon received, among other things, certain rights and representations related to the Common Stock and the governance of the Issuer, including: (i) consent by the Issuer and the Adviser to any transfer of Common Stock by Platinum Falcon to certain affiliates for tax and related reasons, provided that such transfer complies with certain requirements, limitations and conditions and the governing documents of the Issuer, (ii) subject to the prior written consent of the Issuer and certain limitations and conditions, including compliance with the governing documents of the Issuer, a right to transfer all or some of its shares of Common Stock to a third-party to avoid certain adverse tax consequences, (iii) a board observer right whereby Platinum Falcon is permitted to designate one non-voting observer to the Issuer’s Board and the right to appoint a successor Board observer designee in the event Platinum Falcon’s designee is removed or resigns, (iv) a requirement that the Adviser may not terminate the Investment Advisory Agreement with the Issuer (except if necessary or advisable to comply with any applicable law or regulatory requirements) without the prior written consent of Platinum Falcon, which consent shall not be unreasonably withheld or delayed, (v) a confirmation from the Adviser that for so long as Platinum Falcon holds 50% or more of the Common Stock or other securities of the Issuer, that the Issuer will not invest in any assets that are expected to produce income that is not expected to be entitled to the portfolio interest exemption under the Internal Revenue Code, subject to a de minimis exemption, and (vi) a requirement that after the second anniversary of the first purchase on the first Purchase Date, upon request, the Manager will use commercially reasonable efforts to assist Platinum Falcon in making secondary placements of its shares of Common Stock.

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Jefferies Credit Partners BDC Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 13th day of December, 2023.