| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Jefferies Credit Partners BDC Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
520 Madison Avenue, 12th Floor, New York,
NEW YORK
, 10022. |
Item 1 Comment:
The following constitutes Amendment No. 7 ("Amendment No. 7") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Abu Dhabi Investment Authority ("ADIA"), Platinum International Investment Holdings RSC Limited ("Platinum Holdings") and Platinum Falcon B 2018 RSC Limited ("Platinum Falcon", and together with Platinum Holdings and ADIA, the "Reporting Persons") on December 13, 2023, as amended by Amendment No. 1 filed on January 25, 2024, Amendment No. 2 filed on February 6, 2024, Amendment No. 3 filed on August 28, 2024, Amendment No. 4 filed on September 24, 2024, Amendment No. 5 filed on October 22, 2024, and Amendment No. 6 filed on December 27, 2024. This Amendment No. 7 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
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| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The information in Item 4 is incorporated herein by reference. The shares of Common Stock of the Issuer were purchased by Platinum Falcon with the working capital of Platinum Falcon.
|
| Item 4. | Purpose of Transaction |
| | Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
On December 13, 2024, the Issuer delivered a Notice to Platinum Falcon to purchase shares in an aggregate amount equal to $25,000,000 (the "Seventh Purchase Amount"). Platinum Falcon paid the Seventh Purchase Amount to the Issuer to purchase 1,713,597.533 shares of Common Stock at a per share purchase price of $14.58919, with such number of shares and purchase price being determined by the Issuer on January 21, 2025.
|
| Item 5. | Interest in Securities of the Issuer |
| (a) | Each of ADIA, Platinum Holdings and Platinum Falcon may be deemed to beneficially own 17,435,119.10 shares of Common Stock of the Issuer, which represents approximately 70.0% of the shares of Common Stock outstanding, based on 24,898,639.522 shares of Common Stock outstanding as of January 21, 2025, based on information received from the Issuer. The shares of Common Stock reported herein are directly held and beneficially owned by Platinum Falcon. Platinum Holdings, the sole owner of Platinum Falcon, may be deemed to beneficially own the shares of Common Stock directly held by Platinum Falcon. ADIA, the sole owner of Platinum Holdings, may be deemed the beneficial owner of the shares of Common Stock directly held by Platinum Falcon. |
| (b) | Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Each of the Reporting Persons may be deemed to have sole voting power over 1,220,033.336578 shares of Common Stock and sole dispositive power over 17,435,119.10 shares of Common Stock. The information in Item 4 regarding voting power over the shares of Common Stock reported herein under the Voting Trust Agreement and the termination provisions of the Voting Trust Agreement are incorporated herein by reference. |
| (c) | The information in Items 3 and 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, as amended, there have been no transactions by the Reporting Persons or the Scheduled Persons in the securities of the Issuer during the past sixty days. |
| (d) | The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated herein by reference. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The information in Item 4 is incorporated herein by reference.
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