0001144204-14-028708.txt : 20140508 0001144204-14-028708.hdr.sgml : 20140508 20140508170147 ACCESSION NUMBER: 0001144204-14-028708 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140508 DATE AS OF CHANGE: 20140508 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87375 FILM NUMBER: 14825819 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: Garrison Investment Group LP CENTRAL INDEX KEY: 0001523160 IRS NUMBER: 208700830 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: SUITE 914 CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: (212) 372-9500 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: SUITE 914 CITY: NEW YORK STATE: NY ZIP: 10104 SC 13D/A 1 v377836_sc13da.htm SCHEDULE 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

GARRISON CAPITAL INC.

(Name of Issuer)

 

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

366554 103

(CUSIP Number)

 

Garrison Investment Group LP

1290 Avenue of the Americas, Suite 914

New York, NY 10104

(212) 372-9500

 

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

 

April 23, 2014

(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 (“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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CUSIP No. 366554 103

1

NAMES OF REPORTING PERSONS

 

GARRISON INVESTMENT GROUP LP

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)

 

 

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

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,777,360

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,777,360

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

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This Amendment No. 1 (“Amendment No. 1”) supplementally amends the initial statement on Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2013 (the “Schedule 13D”), by Garrison Investment Group LP.  Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Schedule 13D.  This Amendment No. 1 is filed by Garrison Investment Group LP in accordance with Rule 13d-2 under the Securities Exchange Act of 1934, as amended, and it shall refer only to the information that has materially changed since the filing of the Schedule 13D.

 

Item 1.      Security and Issuer.

 

This Statement on Schedule 13D (this “Schedule 13D”) relates to the Common Shares of Garrison Capital Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1290 Avenue of the Americas, Suite 914, New York, NY 10104.

 

Item 2.      Identity and Background.

 

(b)   The principal business address of the Reporting Person is 1290 Avenue of the Americas, Suite 914, New York, NY 10104.

 

Item 5.      Interest in Securities of the Issuer.

 

Immediately following the closing of the block trade described herein, Garrison Investment Group may be deemed to be the beneficial owner of 4,777,360 shares of Common Stock, representing 28.5% of the total issued and outstanding shares of Common Stock.  All percentages set forth in this statement on Schedule 13D are based upon the 16,758,779 shares of Common Stock issued and outstanding as of March 25, 2014.

 

On April 23, 2014, GSOF LLC, GSOF-SP LLC, GSOF-SP II LLC, GSOF-SP DB LLC, GCOH SubCo 2014-1 LLC and GSOIF Corporate Loan Pools Ltd. entered into agreements to sell in a block trade to accounts managed by a large institutional investor with existing holdings in the Issuer 45,686, 81,581, 43,022, 71,321, 330,281 and 28,109 shares of Common Stock, respectively, at a price of $14.00 per share. Garrison Investment Group LP has no pecuniary interest in these shares of Common Stock.

 

Garrison Investment Group or one of its affiliates serves as investment adviser, directly or indirectly, to GSOF LLC, GSOF 2014 LLC, GSOF-SP LLC, GSOF-SP 2014 LLC, GSOF-SP II LLC, GSOF-SP II 2014 LLC, GSOF-SP DB LLC, GCOH SubCo 2014-1 LLC, GCOH SubCo 2014-2 LLC, GSOIF Corporate Loan Pools Ltd., Garrison Capital Fairchild I, Ltd. and Garrison Capital Fairchild II Ltd., which directly own 291,643, 7,750, 520,776, 4,079, 274,631, 1,261, 455,298, 2,108,396, 11,382, 179,436, 340,801 and 581,907 shares of Common Stock, respectively, after giving effect to the block trade. After giving effect to the block trade, Garrison Investment Group’s beneficial ownership of 4,777,360 shares of Common Stock is comprised of its indirect beneficial ownership of the 4,777,360 shares of Common Stock owned directly by such entities. Each entity received shares of Common Stock in exchange for the limited liability company interests each entity owned in Garrison Capital LLC, the Issuer’s predecessor entity, upon the conversion of the Issuer from a Delaware limited liability company to a Delaware corporation on October 9, 2012.  Garrison Investment Group and its affiliates may be viewed as having shared dispositive power over all of the 4,777,360 shares of Common Stock owned directly by such entities, although voting rights to the Common Stock have been passed through to the members or limited partners of each entity.  Garrison Investment Group disclaims beneficial ownership of such shares of Common Stock, except to the extent of its pecuniary interest therein.

 

 

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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: May 8, 2014

 

GARRISON INVESTMENT GROUP LP

 

By:      /s/ Brian Chase                                   

Name:    Brian Chase

Title:      Chief Financial Officer

 

 

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