UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02. Unregistered Sale of Equity Securities.
On July 29, 2024, Diameter Credit Company (the “Company”) issued unregistered common shares of beneficial interest in the Company, par value $0.001 (the “Shares”), to certain investors pursuant to capital drawdown notices issued by the Company and sent to each of such investors. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, Regulation D thereunder, and/or Regulation S thereunder. The following table details the amount of Shares sold and consideration therefor:
Date of Unregistered Sale |
Amount of Shares | Consideration | ||
July 29, 2024 | 1,969,832 | $51,298,150 |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2024, the Board of Trustees (the “Board”) of the Company appointed Michael Cohn, 51, as the General Counsel and Chief Compliance Officer of the Company, effective August 1, 2024. Mr. Cohn will serve as General Counsel and Chief Compliance Officer until his resignation or removal by the Board.
Effective August 1, 2024, Mr. Cohn will also serve as Partner, General Counsel and Chief Compliance Officer of Diameter Capital Partners LP (“Diameter”), the parent company of the Company’s investment adviser. Prior to joining the Company and Diameter, Mr. Cohn was the Chief Compliance Officer, Chief Regulatory Officer and Deputy General Counsel at Fortress Investment Group from April 2004 to July 2024. Prior to joining Fortress, Mr. Cohn was an Associate at Fried Frank in the white collar, regulatory and enforcement group from 2000-2004, and during that time, spent over a year as a secondee in the legal department at Goldman Sachs. Prior to Fried Frank, Mr. Cohn was an Enforcement Attorney with the United States Securities and Exchange Commission from 1998-2000. Mr. Cohn earned a BA with honors from the University of Florida, where he majored in Political Science, and earned a JD from Hofstra University School of Law, where he was Articles Editor of the Hofstra Law Review.
In connection with the foregoing, on July 26, 2024, Shailini Rao submitted her resignation as an officer of the Company, effective August 1, 2024, which the Board accepted. Ms. Rao served as the Company’s General Counsel and Chief Compliance Officer since 2023. Ms. Rao’s departure is not related to or a result of any disagreement relating to the Company’s operations, policies or practices.
Mr. Cohn (i) was not appointed as the Company’s Chief Compliance Officer pursuant to any arrangement or understanding with any other person; (ii) does not have a family relationship with any of the Company’s trustees or other executive officers; (iii) has not engaged, since the beginning of the Company’s last fiscal year, nor proposes to engage, in any transaction in which the Company was or is a participant; and (iv) has not entered into, nor expects to enter into, any material plan, contract, arrangement, grant or award in connection with his appointment as the Company’s General Counsel and Chief Compliance Officer.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DIAMETER CREDIT COMPANY | ||||||
Date: August 1, 2024 |
By: | /s/ Michael Cohn | ||||
Name: | Michael Cohn | |||||
Title: | General Counsel and Chief Compliance Officer |