Jefferies Credit Partners BDC SC 13D/A / JEFFERIES FINANCE ownership change

Jefferies Credit Partners BDC SC 13D/AJefferies Credit Partners BDC / JEFFERIES FINANCE ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Jefferies Credit Partners BDC Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

None

(CUSIP Number)

Adam Klepack, Esq.

Jefferies Finance LLC

520 Madison Avenue, 12th Floor

New York, NY 10022

(212) 708-2612

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2, 2024

(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 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 Rule 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 (“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. None		13D


1		NAMES OF REPORTING PERSONS Jefferies Finance LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. None		13D


1		NAMES OF REPORTING PERSONS JFIN Parent LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. None		13D


1		NAMES OF REPORTING PERSONS Jefferies Financial Group Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION New York


CUSIP No. None		13D


1		NAMES OF REPORTING PERSONS Massachusetts Mutual Life Insurance Co
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts

Item 1. Security and Issuer.

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (“SEC”) on February 2, 2024 (as amended the “Schedule 13D”), relating to Common Stock, par value $0.001 per share (the “Shares”), of Jefferies Credit Partners BDC Inc. (the “Issuer”), a Maryland corporation that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, with its principal executive offices located at 520 Madison Avenue, 12th Floor, New York, New York 10022.

The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On February 2, 2024, Jefferies Credit Partners transferred 264,690 Shares to an unaffiliated shareholder in connection with such shareholder’s investment in the Issuer. No consideration was paid to Jefferies Credit Partners in connection with such transfer.

Item 5. Interest in Securities of the Issuer.

Items 5 (a)-(c) of the Schedule 13D are hereby amended and restated as follows:

(a) and (b). The Reporting Persons beneficially own an aggregate of 1,517,818.456 Shares, representing 13.0% of the outstanding Shares. The percentages of beneficial ownership in this Schedule 13D assume there are 11,670,593.519 Shares outstanding as of the date hereof as disclosed by the Issuer to the Reporting Persons.

JFIN directly holds 1,492,408.456 Shares and, as the sole member of Jefferies Credit Partners, may be deemed to beneficially own the 25,410 Shares held directly by Jefferies Credit Partners. JFIN Parent, as the sole member of JFIN, and Jefferies Financial Group Inc. and Massachusetts Mutual Life Insurance Company as joint owners of JFIN Parent, may be deemed to be the beneficial owners of the securities reported herein. The aggregate number and percentage of the Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any Shares except as described herein.

(c) Other than as described in Item 3 of this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any Shares during the past 60 days.

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.


Dated: February 6, 2024

JEFFERIES FINANCE LLC

By:		/s/ Adam Klepack
Name:		Adam Klepack
Title:		Authorized Signatory

JFIN PARENT LLC

By:		/s/ Adam Klepack
Name:		Adam Klepack
Title:		Authorized Signatory

JEFFERIES FINANCIAL GROUP INC.

By:		/s/ Michael J. Sharp
Name:		Michael J. Sharp
Title:		EVP & General Counsel

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:		/s/ Helder P. Pereira
Name:		Helder P. Pereira
Title:		Authorized Signatory

NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,517,818.456

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,517,818.456