0001341004-14-000349.txt : 20140429 0001341004-14-000349.hdr.sgml : 20140429 20140429172603 ACCESSION NUMBER: 0001341004-14-000349 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140429 DATE AS OF CHANGE: 20140429 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Garrison Capital Inc. CENTRAL INDEX KEY: 0001509892 IRS NUMBER: 900900145 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87375 FILM NUMBER: 14795114 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: SUITE 914 CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212 372 9500 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: SUITE 914 CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: Garrison Capital LLC DATE OF NAME CHANGE: 20110110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Corbin Capital Partners, L.P. CENTRAL INDEX KEY: 0001509874 IRS NUMBER: 300299433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-634-7373 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sc13ga2.htm SCHEDULE 13G, AMENDMENT NO. 2 sc13ga2.htm
Page 1 of 12
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Amendment No. 2)*
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
Garrison Capital Inc.
(Name of Issuer)
 
Capital Stock, par value $0.001 per share
(Title of Class of Securities)
 
366554103
(CUSIP Number)
 

 
April 21, 2014
 
 
(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)
S
 
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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 


 
 

 
 
 
Page 2 of 12
 
CUSIP No.
366554103
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corbin Capital Partners Group, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           £
(b)           £
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,258,685
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,977,348
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,258,685
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.5%
12
TYPE OF REPORTING PERSON
OO
 
 
 

 
 
Page 3 of 12
 
CUSIP No.
366554103
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corbin Capital Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           £
(b)           £
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,258,685
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,977,348
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,258,685
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.5%
12
TYPE OF REPORTING PERSON
IA
 
 
 

 
 
Page 4 of 12
 
CUSIP No.
366554103
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corbin Opportunity Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) £
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,415,598
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,307,348
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,415,598
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
12
TYPE OF REPORTING PERSON
PN
 
 
 

 
 
 
Page 5 of 12
 
CUSIP No.
366554103
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dubin & Swieca Capital Management, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) £
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,258,685
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,977,348
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,258,685
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.5%
12
TYPE OF REPORTING PERSON
CO
 
 
 

 
 
 
Page 6 of 12
 
CUSIP No.
366554103
 
   
ITEM 1(a)
NAME OF ISSUER::
   
    Garrison Capital Inc.

   
ITEM 1(b)
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
   1290 Avenue of the Americas, Suite 914
   New York, New York 10104
   
 
ITEM 2(a)-(c)
NAME,  PRINCIPAL BUSINESS ADDRESS AND CITIZENSHIP OF PERSONS FILING:
   
                                           Corbin Capital Partners, L.P.
590 Madison Avenue, 31st Floor
New York, New York 10022,
which is a Delaware limited partnership.

Corbin Capital Partners Group, LLC
590 Madison Avenue, 31st Floor
New York, New York 10022,
which is a Delaware limited liability company.

Corbin Opportunity Fund, L.P.
c/o Corbin Capital Partners, L.P.
590 Madison Avenue, 31st Floor
New York, New York 10022,
which is a Delaware limited partnership.

Dubin & Swieca Capital Management, Inc.
c/o Corbin Capital Partners, L.P.
590 Madison Avenue, 31st Floor
New York, New York 10022,
which is a Delaware corporation.

   
ITEM 2(d)
TITLE OF CLASS OF SECURITIES:
   
   Common Stock, par value $0.001 per share
   
 
 
 

 

Page 7 of 12

CUSIP No.
366554103
 

ITEM 2(e)
CUSIP NO.:
 
366554103
   

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 Exchange Act  (15 U.S.C. 78c).
       
(b)
 
£
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
       
(c)
 
£
Insurance company as defined in Section 3(a)(19) of the Exchange 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 Rule 13d-1(b)(1)(ii)(G);
       
(h)
 
£
A savings association 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)
 
£
Group, in accordance with  §240.13d-1(b)(1)(ii)(J).
 
 
 

 
 
 
Page 8 of 12
 
CUSIP No.
366554103
 
 
ITEM 4.
OWNERSHIP
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)      Amount beneficially owned:
 
Corbin Capital Partners, L.P. – 2,258,685
Corbin Capital Partners Group, LLC  –  2,258,685
Corbin Opportunity Fund, L.P. – 1,415,598
Dubin & Swieca Capital Management, Inc. –  2,258,685

(b)      Percent of class:

Corbin Capital Partners, L.P. – 13.5%
Corbin Capital Partners Group, LLC  – 13.5%
Corbin Opportunity Fund, L.P. – 8.4%
Dubin & Swieca Capital Management, Inc. – 13.5%

(c)      Number of shares as to which the person has:

(i)         Sole power to vote or to direct the vote

Corbin Capital Partners, L.P. – 0
Corbin Capital Partners Group, LLC  – 0
Corbin Opportunity Fund, L.P. – 0
Dubin & Swieca Capital Management, Inc. – 0

(ii)        Shared power to vote or direct the vote

Corbin Capital Partners, L.P. –  2,258,685
Corbin Capital Partners Group, LLC  –  2,258,685
Corbin Opportunity Fund, L.P. – 1,415,598
Dubin & Swieca Capital Management, Inc. –  2,258,685

(iii)        Sole power to dispose or to direct the disposition of

Corbin Capital Partners, L.P. – 0
Corbin Capital Partners Group, LLC  – 0
Corbin Opportunity Fund, L.P. – 0
Dubin & Swieca Capital Management, Inc. – 0
 
 
 

 

 
 
Page 9 of 12
 
CUSIP No.
366554103
 
 
ITEM 4.
OWNERSHIP cont’d.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(c)      Number of shares as to which the person has:
 
                      (iv)         Shared power to dispose or to direct the disposition of

Corbin Capital Partners, L.P. – 1,977,348
Corbin Capital Partners Group, LLC  - 1,977,348
Corbin Opportunity Fund, L.P. – 1,307,348
Dubin & Swieca Capital Management, Inc. – 1,977,348

Messrs.  Glenn Dubin and Henry Swieca are co-owners and co-chairmen of Dubin & Swieca Capital Management, Inc., but disclaim beneficial ownership of the securities reported herein.


ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following £.
 
N/A.
 
   
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item, and if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
N/A.
 
 
 

 
 
 
Page 10 of 12
 
CUSIP No.
366554103
 
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
N/A.

 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
If a group has filed this schedule, pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A


ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
   
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
 
N/A

 
ITEM 10.
CERTIFICATION.
   

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
 
 
 

 
 
 
Page 11 of 12
 
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:  April 29, 2014
 
 
Corbin Capital Partners Group, LLC
 
By: Dubin & Swieca Capital Management, Inc., its managing member
 
By:
/s/ Glenn Dubin
 
Name:
Glenn Dubin
 
Title:
Co-Chairman
     
  By: /s/ Henry Swieca
  Name: Henry Swieca
  Title: Co-Chairman
   
 
Corbin Capital Partners, L.P.
 
By:
/s/ Anthony J. Anselmo
 
Name:
Anthony J. Anselmo
 
Title:
Chief Operating Officer
   
 
Corbin Opportunity Fund, L.P.
 
 By:  Corbin Capital Partners, L.P., its investment
manager
 
By:
/s/ Anthony  J. Anselmo
 
Name:
 Anthony J. Anselmo
 
Title:
Chief Operating Officer
   
 
Dubin & Swieca Capital Management, Inc.
 
By:
/s/ Glenn Dubin
 
Name:
Glenn Dubin
 
Title:
Co-Chairman
     
 
By:
/s/ Henry Swieca
 
Name:
Henry Swieca
 
Title:
Co-Chairman

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of each person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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 for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 
 
 

 
 
Page 12 of 12
 
AGREEMENT
 
The undersigned agree that this Schedule 13G/A dated April 28, 2014 relating to the Common Stock, par value $0.001 per share of Garrison Capital Inc. shall be filed on behalf of the undersigned.

Date:  April 29, 2014
 
 
Corbin Capital Partners Group, LLC
 
By: Dubin & Swieca Capital Management, Inc., its managing member
 
By:
/s/ Glenn Dubin
 
Name:
Glenn Dubin
 
Title:
Co-Chairman
     
  By: /s/ Henry Swieca
  Name: Henry Swieca
  Title: Co-Chairman
   
 
Corbin Capital Partners, L.P.
 
By:
/s/ Anthony J. Anselmo
 
Name:
Anthony J. Anselmo
 
Title:
Chief Operating Officer
   
 
Corbin Opportunity Fund, L.P.
 
 By:  Corbin Capital Partners, L.P., its investment
manager
 
By:
/s/ Anthony  J. Anselmo
 
Name:
 Anthony J. Anselmo
 
Title:
Chief Operating Officer
   
 
Dubin & Swieca Capital Management, Inc.
 
By:
/s/ Glenn Dubin
 
Name:
Glenn Dubin
 
Title:
Co-Chairman
     
 
By:
/s/ Henry Swieca
 
Name:
Henry Swieca
 
Title:
Co-Chairman