UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Kayne Anderson BDC, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
N/A
(CUSIP Number)
December 2, 2021
(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).
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| 1 | NAMES OF REPORTING PERSONS
Koch Companies Defined Benefit Master Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
4,606,924 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
4,606,924 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,606,924 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.96% | |||||
| 12 | TYPE OF REPORTING PERSON
EP | |||||
| (1) | Koch Companies Defined Benefit Master Trust purchased 4,606,924 shares of common shares from Kayne Anderson BDC, Inc. (the “Issuer”) in a private placement. |
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| 1 | NAMES OF REPORTING PERSONS
Koch Industries, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
4,606,924 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
4,606,924 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,606,924 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.96% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 4,606,924 shares of common stock of Issuer held by the Koch Companies Defined Benefit Master Trust (the “Koch Pension”). Koch Industries, Inc. (“Koch Industries”) may be deemed to beneficially own the Issuer securities beneficially owned by the Koch Pension because of the involvement of certain of Koch Industries’ employees on Koch Pension’s investment committee. |
Page 4 of 7
| Item | 1(a). Name of Issuer: Kayne Anderson BDC, Inc. (the “Issuer”) |
| Item | 1(b). Address of Issuer’s Principal Executive Officers: 811 Main Street, 14th Floor, Houston, TX 77002 |
| Item | 2(a). Name of Person Filing: |
Koch Companies Defined Benefit Master Trust (“Koch Pension”)
Koch Industries, Inc. (“Koch Industries”)
(Each a “Reporting Person,” and collectively, the “Reporting Persons”).
| Item | 2(b). Address or Principal Business Office or, if None, Residence: |
The principal business office for all Reporting Persons filing is:
4111 E. 37th Street North
Wichita, KS 67220
| Item | 2(c). Citizenship: See Item 4 of each cover page. |
Item 2(d).Title of Class of Securities: Common Stock, par value $0.001 per share (the “Common Shares”).
Item 2(e).CUSIP No.: 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:
(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
(f) ☒ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:__________
Item 4. Ownership.
(a) Amount beneficially owned: See Item 9 of each cover page.
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(b) Percent of class: See Item 11 of each cover page. Calculated using 14,659,588 Common Shares outstanding as of November 11, 2021, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on November 15, 2021, together with the 4,568,314 Common Shares newly issued on December 2, 2021, as reported in the Current Report on Form 8-K filed by the Issuer on December 8, 2021.
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
Koch Industries may be deemed to beneficially own the Common Shares held by the Koch Pension by virtue of the involvement of certain of Koch Industries’ employees on Koch Pension’s investment committee.
The filing of this Schedule 13G shall not be construed as an admission that Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Common Shares beneficially owned by the Koch Pension and covered by this Schedule 13G. Koch Industries disclaims beneficial ownership of the Common Shares beneficially owned by the Koch Pension.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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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: January 7, 2022
| Koch Companies Defined Benefit Master Trust | ||
| By: | Koch Industries, Inc. | |
| Its Sponsor | ||
| By: | /s/ Randall A. Bushman | |
| Name: | Randall A. Bushman | |
| Title: | Vice President – Pension Management | |
| Koch Industries, Inc. | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Assistant Secretary | |
