UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SIXTH STREET LENDING PARTNERS
(Name of Issuer)
Common shares of beneficial interest, par value $0.001 per share
(Title of Class of Securities)
N/A
(CUSIP Number)
Ricardo Davidovich, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza
26th Floor
New York, NY 10112
(212) 835-4837
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 26, 2023
(Date of Event which Requires Filing of this Statement)
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) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
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, as amended (“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 Person
The Public Institution for Social Security | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Kuwait | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
5,214,717 | ||
| 8. | Shared Voting Power
0 | |||
| 9. | Sole Dispositive Power
5,214,717 | |||
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,214,717 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
12.81% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
EP | |||||
| (1) | Based upon 40,712,963 Shares outstanding as of September 26, 2023, as disclosed by the Issuer to the Reporting Person in connection with the September Issuance (as defined below). |
This Amendment to Schedule 13D (as amended, this “Schedule 13D”) is being filed by the Reporting Person to amend the Schedule 13D related to common shares of beneficial interest, par value $0.001 per share (the “Shares”), of Sixth Street Lending Partners, a Delaware statutory trust (the “Issuer”), initially filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2022.
This Amendment to Schedule 13D is being filed to update the aggregate percentage of Shares owned by the Reporting Person, which changed primarily due to the Issuer’s issuance of additional Shares on September 26, 2023 (the “September Issuance”), rather than as a result of any acquisition or disposition of Shares by the Reporting Person. Based on 40,712,963 Shares outstanding as of September 26, 2023, as disclosed by the Issuer to the Reporting Person in connection with the September Issuance, such September Issuance contributed to a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Person in the Amendment to Schedule 13D filed on March 23, 2023.
Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented as follows:
“Pursuant to a dividend reinvestment plan (the “DRIP”) adopted by the board of trustees of the Issuer (the “Board”), the Issuer reinvests all cash dividends or distributions declared by the Board on behalf of investors who have not elected to receive their cash dividends or distrubutions in cash. As a result, any shareholders who have not elected to “opt out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional Shares. Under the DRIP, no action is required on the part of a registered shareholder to have its cash dividend or other distribution reinvested in Shares. A registered shareholder is able to elect to receive an entire cash dividend or distribution in cash by notifying the plan administrator in writing no later than ten (10) days prior to the record date for the declared cash dividend or distribution.
As the Reporting Person did not opt out of the DRIP in connection with certain dividends declared by the Board on March 30, 2023, and June 30, 2023, in lieu of distributing cash in respect of such dividends, the Issuer instead used those dividends to acquire additional Shares on behalf of the Reporting Person. As a result, the Reporting Person acquired an additional 77,712 Shares and an additional 130,367 Shares on May 10, 2023, and August 16, 2023, respectively. No additional cash was paid by the Reporting Person in connection with the acquisition of these additional Shares.
The foregoing description of the DRIP does not purport to be complete and is qualified in its entirety by reference to the Dividend Reinvestment Plan of Sixth Street Lending Partners, which is incorporated herein by reference to Exhibit 99.2 to this Schedule 13D.”
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
“The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated herein by reference.
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.
The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
| (b) | Number of shares as to which the Reporting Person has: |
| (i) | sole power to vote or to direct the vote: |
See Item 7 on the cover page(s) hereto.
| (ii) | shared power to vote or to direct the vote: |
See Item 8 on the cover page(s) hereto.
| (iii) | sole power to dispose or to direct the disposition of: |
See Item 9 on the cover page(s) hereto.
| (iv) | shared power to dispose or to direct the disposition of: |
See Item 10 on the cover page(s) hereto.
As of the date hereof, the Reporting Person owns only the Shares of the Issuer as set forth in this Item 5.
(c) Other than as set forth on Annex A hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d) Not applicable.
(e) Not applicable.”
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and restated in its entirety as follows:
“The following exhibits are filed as exhibits hereto:
Exhibit | Description of Exhibit | |
| 24.1 | Power of Attorney (incorporated by reference to Exhibit 24.1 in the Schedule 13D filed with the Securities and Exchange Commission on December 22, 2022). | |
| 99.1 | Form of Subscription Agreement between Sixth Street Lending Partners and The Public Institution for Social Security (incorporated by reference to Exhibit 4.1 to the Issuer’s Form 10-12G filed with the Securities and Exchange Commission on June 28, 2022). | |
| 99.2 | Dividend Reinvestment Plan of Sixth Street Lending Partners, effective as of June 28, 2022 (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 10-12G filed with the Securities and Exchange Commission on June 28, 2022).” | |
SIGNATURE
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.
Date: September 28, 2023 | THE PUBLIC INSTITUTION FOR SOCIAL SECURITY | |||||
By: | /s/ Ricardo Davidovich | |||||
Name: Ricardo Davidovich | ||||||
Title: Authorized Signatory | ||||||
ANNEX A
RECENT TRANSACTIONS BY THE REPORTING PERSON IN SHARES OF
SIXTH STREET LENDING PARTNERS
Reporting Person | Date of Transaction | Description of Transaction | Shares Acquired | Price Per Share | ||||||||||
The Public Institution for Social Security | 08/16/2023 | Reinvestment of Dividends | 130,367.00 | $ | 26.13 | |||||||||
