SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

TGC BDC II, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

N/A

(CUSIP Number)

Sanjay Agarwal

Chief Financial Officer, NCB Capital (DIFC) Limited

1904, Level 19, Index Tower (East wing)

 Dubai International Financial Centre

Dubai, United Arab Emirates

Ph: +971 4 3184800

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

November 26, 2020, December 17, 2020

(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 ☒.

* 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 (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. N/A 13D

1	NAMES OF REPORTING PERSONS
	The National Commercial Bank
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
	Saudi Arabia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,783,265.72
		8	SHARED VOTING POWER
			5,693,182.809
		9	SOLE DISPOSITIVE POWER
			2,783,265.72
		10	SHARED DISPOSITIVE POWER
			5,693,182.809
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,476,533.622
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)
	17.28%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2020). Please see Items 3 and 5, below.

CUSIP No. N/A 13D

1	NAMES OF REPORTING PERSONS
	NCB Capital Company
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
	Saudi Arabia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,693,182.802
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,693,182.802
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,693,182.802
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)
	11.60%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on December 21, 2020). See Items 3 and 5, below.

CUSIP No. N/A 13D

1	NAMES OF REPORTING PERSONS
	NCB Capital Credit Fund I L.P.
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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,175,921.121
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,175,921.121
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,175,921.121
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)
	10.55%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* Based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer as reported in its Current Report on Form 8-K filed with the SEC on December 21, 2020).

See Items 3 and 5, below.

CUSIP No. N/A 13D

1	NAMES OF REPORTING PERSONS
	NCB Capital Credit Fund I GP 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,175,921.121
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,175,921.121
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,175,921.121
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)
	10.55%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer as reported in its Current Report on Form 8-K filed with the SEC on December 21, 2020). See Items 3 and 5, below.

This Amendment No. 9 (“Amendment No. 9”) amends the Schedule 13D originally filed with the SEC on May 14, 2019 ( the “Original Schedule 13D”), and is filed by the Reporting Persons with respect to the common stock, par value $0.01 per share (“Common Stock”) of TCG BDC II, Inc., a Maryland corporation (the “Issuer”).  Capitalized terms used herein but not defined shall have the meaning given to them in the Original Schedule 13D, unless otherwise indicated.

Item 1. Security and Issuer

This Amendment No. 9 relates to Common Stock of the Issuer.  The address of the principal executive office of the Issuer is 520 Madison Avenue, 40th Floor, New York, NY 10022.

Item 2. Identity and Background

Item 2 of the Original Schedule 13D is amended and supplemented as follows:

(a) This statement is being filed collectively by:

i. The National Commercial Bank (“NCB”);

ii. The NCB Capital Company (“NCBCC”);

iii. NCB Capital Credit Fund I L.P. (the “Credit Fund”); and

iv. NCB Capital Credit Fund I GP Co. (the “Credit Fund GP”) (the entities listed in subparagraphs (i) through (iv) are collectively referred to herein as the “Reporting Persons” and each individually as a “Reporting Person”).

NCB is the parent entity of NCBCC, which is in turn the sole shareholder of the Credit Fund GP, the general partner of the Credit Fund.

(b) The principal business office of NCB is King Abdul Aziz Street, P.O. Box 3555, Jeddah, Saudi Arabia 21481. The principal business office of NCBCC is 4th Floor, Tower B, NCB Regional Building, King Saud Road, P.O. Box 22216, Riyadh, Saudi Arabia 11495. The principal business office of each of the Credit Fund and the Credit Fund GP is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008.

(c) The principal business of NCB is to provide various banking products and services in Saudi Arabia. The principal business of NCBCC is to provide financial advisory services to clients in Saudi Arabia. The principal business of the Credit Fund is to acquire shares of the Issuer’s Common Stock from NCB in a series of tranches, solely for investment purposes. The principal business of the Credit Fund GP is acting as the general partner of the Credit Fund. Information regarding the executive officers, directors or other control persons of the Reporting Persons is set forth on Schedule 1 attached hereto, which Schedule is hereby incorporated by reference..

(d) (e) During the last five years, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the persons identified on Schedule 1 hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the persons identified on Schedule 1 hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is amended and supplemented as follows:

On October 8, 2018, NCB and the Credit Fund GP, acting on behalf of the Credit Fund, entered into that certain BDC Share Option Agreement, dated October 8, 2018 (the “Option Agreement”). Pursuant to the Option Agreement, NCB granted the Credit Fund an option to purchase the equivalent of up to $200,000,000 in shares of the Issuer owned by NCB on or about June 30, 2019, solely for investment purposes.

On November 26, 2020, in accordance with the Option Agreement, the Credit Fund provided an Option Notice and Acknowledgement (the “Option Notice”) to NCB, indicating that the Credit Fund intended to purchase 5,175,921.121 shares of Common Stock of the Issuer from NCB. On November 26, 2020, pursuant to a terms of a subscription agreement and the Option Agreement – each dated November 26, 2020 -- NCB transferred 5,175,921.121 shares of Common Stock of the Issuer to the Credit Fund (the “Transferred Shares”) for an aggregate purchase price of $99,740,000  (the “November 2020 Transfer”). The Option Agreement provides that the Credit Fund has full legal and beneficial ownership of the Transferred Shares. The purchase price for the November 2020 Transfer was funded by capital contributions from the limited partners of the Credit Fund.

The descriptions of the Option Notice and the Option Agreement as set forth in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the Option Notice and the Option Agreement, which are included in this Amendment No. 9 as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated herein by reference.

On December 17, 2020, (i) NCB acquired 249,563 shares of Common Stock of the Issuer in a private placement transaction by the Issuer, for an aggregate purchase price of $4,893,930.43, pursuant to a subscription agreement dated October 22, 2018 (“NCB Subscription Agreement”), and (ii) NCBCC acquired 16,221 shares of Common Stock of the Issuer in a private placement transaction, for an aggregate purchase price of $318,093.81, pursuant to a subscription agreement, dated October 22, 2018 (“NCBCC Subscription Agreement”) (collectively, the “December 2020 Purchases”). The purchase price for each of the transactions described in clauses (i) and (ii) above was funded by the working capital of NCB and NCBCC, respectively.

Item 4. Purpose of Transaction

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

The Credit Fund was established to acquire (in a series of tranches) shares of Common Stock of the Issuer held by NCB, solely for investment purposes. The purpose of the November 2020 Transfer – which is the first such purchase under the subscription agreement and the Option Agreement, respectively -- is to transfer such shares from NCB to the Credit Fund in accordance with the Credit Fund’s purpose.  See Items 2 and 3, above.

The purpose of the December 2020 Purchases is to increase certain of the Reporting Persons’ ownership of the Company through the acquisition of additional shares of Common Stock of the Issuer, in accordance with their obligations under their respective subscription agreements. For the avoidance of doubt, neither the Credit Fund nor the Credit Fund GP purchased shares of such Common Stock  from the Issuer in connection with the December 2020 Purchases.

The Reporting Persons have not acquired the shares of Common Stock of the Issuer with any purpose, or with the effect, of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.  Except as disclosed herein, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is amended and supplemented as follows:

(a) and (b):  As of December 30, 2020, NCB beneficially owned 8,476,533.622 shares of Common Stock of the Issuer, of which (i) 517,346.781 shares are held directly by NCBCC, (ii) 2,783,265.72 shares are held directly by NCB, and (iii) 5,175,921.121 shares are held directly by the Credit Fund, which, in the aggregate, represents 17.28% of the issued and outstanding shares of Common Stock of the Issuer as of the date of this Amendment No. 9.  The percentage ownership was calculated based on 49,062,820 shares of Common Stock issued and outstanding effective December 30, 2020 (as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on December 21, 2020).

NCB does not and will not direct NCBCC’s or the Credit Fund’s voting of Common Stock of the Issuer over which the Reporting Persons have shared voting power, as disclosed above.  NCBCC and the Credit Fund likewise do not and will not direct NCB’s voting of Common Stock over which they have shared voting power. Additionally, each of the Reporting Persons does and will control its own acquisition or disposition of such stock. Each Reporting Person disclaims beneficial ownership of the reported shares of Common Stock of the Issuer held directly by the other Reporting Persons.  Neither the filing of this Schedule 13D, as amended, nor any of its contents shall be deemed an admission that the Reporting Persons constitute a “group” (within the meaning of Section 13(d)(3) of the  Exchange Act  and Rule 13d-5 thereunder).

(c)  Except as disclosed in this Amendment No. 9, the Reporting Persons have not effected any transaction in the shares of Common Stock of the Issuer during the past 60 days.

(d)  No person other than the persons listed 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, any securities owned by any member of the group.

(e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information set forth under Item 3 of this Amendment No. 9 is incorporated herein by reference.

Except as disclosed in this Amendment No. 9, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule 1 hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Original Schedule 13D is amended and supplemented to add the following exhibits:

99.1*	Joint Filing Agreement, dated January 13, 2021.
99.2*	Option Notice and Acknowledgement, dated November 26, 2020.
99.3*	BDC Share Option Agreement, dated October 8, 2018, by and among NCB Capital Credit Fund I GP Co. and The National Commercial Bank.

* Filed herewith.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 Dated: January 13, 2021

THE NATIONAL COMMERCIAL BANK
By:	/s/ Ali K. Shubbar
Name: Ali K. Shubbar
Title: Head, Treasury Operations & Bahrain Operations
By:	/s/ Reem Al-Majed
Name: Reem Al-Majed
Title: Treasurer, Bahrain Branch
NCB CAPITAL COMPANY
By:	/s/ Wisam Fasihaldin
Name: Wisam Fasihaldin
Title: Chief Finance Officer
NCB CAPITAL CREDIT FUND I L.P.
BY:	NCB CAPITAL CREDIT FUND I GP CO., Its General Partner
By:	/s/ Pankaj Gupta
Name: Pankaj Gupta
Title: Director
NCB CAPITAL CREDIT FUND I GP CO.
By:	/s/ Pankaj Gupta
Name: Pankaj Gupta
Title: Director

Schedule 1

CONTROL PERSONS AND EXECUTIVE OFFICERS OF REPORTING PERSONS

The name, business address, country of citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and other control persons of the Reporting Persons are set forth below:

The National Commercial Bank

Name and Business Address	Country of Citizenship	Capacity in which serves the Reporting Persons	Principal Occupation	Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
Ramzy Darwish	Saudi Arabia	Head of Treasury Group, Authorized Signatory	Head of Treasury Group	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Ali Shubbar	Bahrain	Head, Treasury Operations & Bahrain Operations, Authorized Signatory	Head, Treasury Operations & Bahrain Operations, Authorized Signatory	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Faisal Omar AlSakkaf	Saudi Arabia	Chief Executive Officer	Chief Executive Officer	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Lama Ahmed Ghazzaoui	Saudi Arabia	Chief Finance Officer	Chief Finance Officer	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Saeed Mohammed Al Ghamdi	Saudi Arabia	Chairman	Chairman	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia

Name and Business Address	Country of Citizenship	Capacity in which serves the Reporting Persons	Principal Occupation	Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
Rashid Ibrahim Sharif	Saudi Arabia	Vice Chairman	Vice Chairman	Public Investment Fund Ministry of Finance – Kingdom of Saudi Arabia Building, King Abdulaziz Road, 6th Floor, Al Wazarat Area, 6847, Saudi Arabia, Riyadh 11452
Reem Al-Majed	Saudi Arabia	Treasurer – Bahrain Branch	Treasurer – Bahrain Branch	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Ahmed H. Mousa	Saudi Arabia	General Manager – Bahrain Branch	General Manager – Bahrain Branch	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Anees Ahmed Moumina	Saudi Arabia	Director	Chief Executive Officer	Savola Group Savola Tower, Ashati District, Jedda, Prince Faisal Bin Fahd Road, Savola Group 2444 Taha Khusaifan-Ahati Unit No. 15. Jeddah 23511-7333
David Jeffrey Meek	United Kingdom	Director	Independent Director	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia

Name and Business Address	Country of Citizenship	Capacity in which serves the Reporting Persons	Principal Occupation	Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
Marshall Charles Bailey	United Kingdom	Director	Independent Director	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Saud Sulaiman Al Juhani	Saudi Arabia	Director	Assistant Governor for Pensioners	Public Pension Agency PO Box 18364, Riyadh 11168, Saudi Arabia
Mohammed Ali Al Hokal	Saudi Arabia	Independent Director	Independent Director	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Ziad Mohamed Tunis	Saudi Arabia	Independent Director	Independent Director	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Ziad Abdulrahman Al Gwaiz	Saudi Arabia	Independent Director	Independent Director	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia

NCB Capital Company

Name and Business Address	Country of Citizenship	Capacity in which serves the Reporting Persons	Principal Occupation	Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
Wisam Fasihaldin	Saudi Arabia	Chief Finance Officer	Chief Finance Officer	NCB Capital Company 4th floor, Tower B, NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia
Sarah Jammaz Al Suhaimi	Saudi Arabia	Chief Executive Officer/Director	Chief Executive Officer/Director	NCB Capital Company         4th floor, Tower B, NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia
David Jeffrey Meek	United Kingdom	Vice Chairman	Independent Director	NCB Capital Company           4th floor, Tower B, NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia
Saeed Mohammed Al Ghamdi	Saudi Arabia	Chairman	Chairman	The National Commercial Bank Al-Balaed District, King Abdulaziz Street, Head Office 13th Floor, Jeddah Saudi Arabia
Tala Ahmed Al Suhaimi	Saudi Arabia	Director	Independent Director	NCB Capital Company           4th floor, Tower B, NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia

Adnan Adulfattah Soufi	Saudi Arabia	Director	Independent Director	NCB Capital Company           4th floor, Tower B, NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia
Abdullah Fahad Al Adbuljabbar	Saudi Arabia	Director	Independent Director	NCB Capital Company           4th floor, Tower B, NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia

NCB Capital Credit Fund GP Co.

Name and Business Address	Country of Citizenship	Capacity in which serves the Reporting Persons	Principal Occupation	Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
Mohammed Al Ali	Saudi Arabia	Director	Managing Director and Head of Product Development	NCB Capital Company           4th floor, Tower B, NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia
Pankaj Gupta	India	Director	Director	NCB Capital Company         4th floor, Tower B, NCB Building, King Saud Street, P.O. Box 22216, Riyadh 11495, Kingdom of Saudi Arabia

NCB Capital Credit Fund I L.P.

Name and Business Address Country of Citizenship Capacity in which serves the Reporting Persons Principal Occupation Name, Principal Business and Address of Organization in which Principal Occupation is Conducted

EX-99.1

Exhibit 99.1

Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Amendment No. 9 to Original Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, par value $0.01 per share, of TCG BDC II, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: January 13, 2021
	THE NATIONAL COMMERCIAL BANK

By /s/ Ali K. Shubbar

Name: Ali K. Shubbar

Title: Head, Treasury Operations & Bahrain Operations

By: /s/ Reem Al-Majed

Name: Reem Al-Majed

Title: Treasurer, Bahrain Branch

NCB CAPITAL COMPANY

By: /s/ Wisam Fasihaldin

Name: Wisam Fasihaldin

Title: Chief Finance Officer

NCB CAPITAL CREDIT FUND I L.P.

BY: NCB CAPITAL CREDIT FUND I GP CO., Its General Partner

By: /s/ Pankaj Gupta

Name: Pankaj Gupta

Title: Director

NCB CAPITAL CREDIT FUND I GP CO.

By: /s/ Pankaj Gupta

Name: Pankaj Gupta

Title: Director

EX-99.2

Exhibit 99.2

Option Notice and Acknowledgement

Option Notice

The National Commercial Bank

P.O. Box 3555

Jeddah 21481

Kingdom of Saudi Arabia

Attention: Fehad Al-Hunaiti

_ November 2020

Dear Sirs

Option Notice

We refer to the agreement dated 8 October 2018 and made between The National Commercial Bank ("Seller") and NCB Capital Credit Fund I GP Co., for itself and acting in its capacity as general partner ofNCB Capital Credit Fund I L.P., (the "Purchaser") (the "Agreement") relating to shares to be acquired in the Company (as defined in the Agreement).

Capitalised terms not otherwise defined bear the meaning set out in the Agreement.

This notice is an Option Notice and Acknowledgement in accordance with Clause 2.2 of  the Agreement.

We hereby give you notice of our intention to purchase the following shares: Number of shares: 5,175,921 . 121 (the "Sale Shares")

Consider ation: USD 99,740,000 (United States Dollars ninety-nine million, seven hundred and forty thousand)

Name of Purchaser: NCB Capital Credit Fund I L.P.

This letter is governed by the laws of England and Wales.

Kindly provide your acknowledgement to sell the Sale Shares in accordance with Clause 2.2 of the Agreement.

Kind regards

NCB Capital Credit Fund I L.P.

acting by its General Partner

NCB Capital Credit Fund I GP Co.

/s/ Pankaj
Name	)
Title	)
Date	)

2

EX-99.3

Exhibit 99.3

BDC SHARE OPTION AGREEMENT

THIS BDC SHARE OPTION AGREEMENT is made on 8 October 2018 (this Agreement)

BY AND AMONG

A. NCB CAPITAL CR.EDIT FUND I GP CO., an exempted company incorporated with limited liability under the laws of the Cayman Islands, having its registered address at c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KYl-9008, Cayman Islands (the "General Partner"), for itself and acting in its capacity as general partner of NCB Capital Credit Fund I L.P., an exempted limited partnership established under the laws of the Cayman Islands, having its registered address at c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town. Grand Cayman KYJ-9008, Cayman Islands (the "Partnership")(hereinafter referred to as the "Purchaser"); and

B. THE NATIONAL COMMERCIAL BANK, having its office at King Abdul Aziz Street, P.O. Box 3555, Jeddah 21481, Kingdom of Saudi Arabia (hereinafter referred to as the "Seller'').

Recitals

A. The Seller has agreed to subscribe for shares in TCG BDC II, Inc. in an aggregate amount of up to $200,000,000 (United Stated Dollar two hundred million). The TCB BDC Il, Inc. is a company incorporated under the laws of Maryland and managed by Carlyle OMS Investment Management LLC an investment advisor whose executive offices are based at 520 Madison Avenue, 40th Floor, New York, NY I0022 (the "BDC Manager") (the "Company").

B. The Seller has agreed to sell and the Purchaser has agreed to purchase (either directly or through a subsidiary) the Sale Shares (as defined below) on the terms 1111d subject to the conditions set out in this Agreement.

It Is agreed as follows:

1. Defined terms

In this Agreement, the following words and expressions shall have the following meanings:

"Agreement" means this BDC share option agreement;

"Business Day" means on 1111y day on which commercial banks are open for business in the Kingdom of Saudi Arabia and United Arab Emirates;

"Company" has the meaning ascribed to it in the Recitals;

"Completion" means a completion of a tranche of Sale Shares in accordance with Clause 4;

"Completion Date" means each date of legal transfer of a tranche of Sale Shares to the Purchaser as shall be notified to it by the BDC Manager;

"Consideration" has the meaning ascribed to it in Clause 3.1;

"Encumbrance" means a mortgage, charge, pledge, lien, option, restriction, equity, right to acquire, right of pre-emption, right of first refusal, title retention or any third party right or interest, other encumbrance or security interest of any kind or any other type of preferential arrangement having similar effect;

1

"Final Closing" means the final closing of the Purchaser, as determined by the General Partner and notified to the Seller in writing directly or through NCB Capital (DIFC) Limited;

"Option Notice and Acknowledgement" means the notice of intention to purchase and acknowledgement and agreement to sell, the current forms of which are attached as Parts A and B of Schedule 1 to this Agreement and which will he issued from time to time until the Final Closing;

"Parties" means the Seller, the Purchaser, and "Party" means any of them;

"Person'' means any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a company shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

"Sale Shares" means those number of shares in the Company which the Seller agrees lo sell and the Purchaser agrees to purchase in such amounts and upon such dates as shall be set out in the Option Notice and Acknowledgement;

"Shares" means shares in the capital of the Company; and

"USS" United Slates of America Dollars, or the lawful currency for the time being of the United States of America;

2. Option

2.1 Grant of option

Up until the date of Final Closing, the Seller hereby grants lo the Purchaser the right to purchase from the Seller such number of Sale Shares as shall be the equivalent of up to 200,000,000 United States Dollars then owned by the Seller on or about 30 June 2019, in such proportions and at such times as shall be notified to it by the Purchaser from time 10 time under an Option Notice and Acknowledgement subject to the terms of this Agreement and in consideration of the mutual promises herein contained (the receipt and sufficiency of which is hereby irrevocably acknowledged).

2.2 Sale and purchase of Shares

Upon receipt of an Option Notice and Acknowledgement, the Seller agrees to sell, transfer (or procure to be transferred) and assign to the Purchaser, and the Purchaser agrees  to purchase from the Seller, all right, title and interest in and to the Sale Shares on the terms and subject lo the conditions contained in this Agreement, free and clear of all Encumbrances, as at and with effect from the Completion Date.

2.3 Rights attaching to the Sale Shares

The Seller acknowledges and agrees that upon Completion, the Purchaser shall have full legal and beneficial ownership of the Sale Shares and all rights, title and interest in and attaching to the Sale Shares.

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2.4 Waiver of restrictions on transfer

The Parties hereby irrevocably waive any restrictions on transfer (including rights of pre- emption) which may exist in relation to the Sale Shares, whether under the articles of association of the Company or otherwise.

3. Consideration

3.l Total Price

The total consideration for the sale of the Sale Shares shall be the par value of the Sale Shares, and shall be set out in the Option Notice and Acknowledgment (the "Consideration"), payable in accordance with Clause 4.4.

3.2 Value-Add Tax

The Parties expect that the transactions contemplated by this Agreement shall not be subject lo any Value-Add Tax under the new VAT Tax Regulations issued in Saudi Arabia. Should for any reason such tax (or any other tax or levy on the share sale or any other transaction relating to this Agreement) be imposed, the Parties agree that the Purchaser shall be responsible for such payment The Purchaser shall indemnify and hold the Seller harmless against any such liabilities or costs.

4. Completion

4.1 Upon receipt of Part A of the Option Notice and Acknowledgement, the Seller shall countersign and issue Part B of the Option Notice and Acknowledgement and arrange for Schedule 2 to be completed and signed. Both Part B of the Option Notice and Acknowledgement and Schedule 2 shall be sent to the Purchaser.

4.2 Upon receipt of Part B of the Option Notice and Acknowledgement and Schedule 2 from the Seller, the Purchaser shall forward Schedule 2 to the BDC Manager together with such documents and information 11s shall be required by the Company for the Purchaser to acquire the relevant Sale Shares.

4.3 Completion shall take place no later than the Business Day following confirmation from the BDC Manager that the Purchaser has satisfied all requirements to acquire the relevant Sale Shares.

4.4 At Completion:

(a) The Purchaser shall transfer the Consideration as the Seller shall direct in accordance with Part B of the Option Notice and Acknowledgement.

(b) All economic rights attaching to the Sale Shares held by the Seller prior to the Completion Date shall accrue and be for the benefit of the Seller. Following the Completion Date, all economic rights attaching to the Sale Shares shall accrue and be for the benefit of the Purchaser.

5. Representations and Warranties

5.1 The Seller warrants to the Purchaser that each of the following warranties are true and accurate on the date of this Agreement and upon execution of each option Notice and Acknowledgment (by reference to that facts and circumstances existing at such date):

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(a) The Seller is the sole legal md beneficial owner of the Sale Shares md such shares are fully paid up and are validly issued.

(b) The Sale Shares are fully paid or credited as fully paid.

(c) The Sale Shares are being transferred at Completion free of any lien or Encumbrance.

5.2 Both Parties warrant that each of the following warranties are true md accurate on the date of this Agreement and upon execution of each Option Notice and Acknowledgement (by reference to the facts and circumstances existing at such date):

(a) Each Party bas obtained all corporate authorizations required to empower it to enter into this Agreement md lo perform its obligations hereunder in accordance with their terms.

(b) Neither the entry into this Agreement nor the implementation of the transactions contemplated by this Agreement by the Parties will violate or conflict with or result in a breach of any of the terms, conditions or provisions of each Party's articles of association or of any statute or administrative regulation or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award.

(c) This Agreement constitutes (or will on execution constitute) valid and legally binding obligations of the Parties.

6. Confidentiality

Each Party to this Agreement hereby undertakes to the other Party lo maintain the confidentiality (using the same degree of care that such Party uses to protect its own confidential information) of, and not to disclose, any and all confidential information received by it regarding the business and affairs of the other. Each Party further undertakes to the other Party not to make use of such confidential information other than for the purposes of this Agreement; provided, however, that such Party may disclose such information to its employees, directors, officers, managers, agents, professional consultants, other Persons appointed or retained to the extent necessary to fulfil the purposes of this Agreement, in which event it shall procure that any such employees, directors, officers, managers, agents, professional consultants, members, regulators or other Persons are made aware of and comply with the obligations of confidentiality set out in this Agreement.

7. Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

8. Further assurance

8.1 Each Party, by executing this Agreement, agrees that it will take such actions and execute such further documents as the other Parties may reasonably request from time to time in order lo carry out the purpose of this Agreement; and

8.2 The Seller shall at its own cost and expense, execute and do (or procure to he executed and done by any other necessary party) all such deeds, documents, acts and things as required to amend the register of members of the Company.

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9.
Amendment and Waivers

This Agreement may be amended only with the written consent of the parties. No waiver of any term or condition of this Agreement shall be valid or binding on a party unless the same shall have been agreed to in writing by such party. The failure of a party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the ability of a party to enforce each and every such provision thereafter. The rights and remedies provided under this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

10. Entire agreement

I0.1 This Agreement constitutes the entire agreement, and supersedes any previous agreements, between the parties relating to the subject matter of this Agreement.

I0.2 Each party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in ii) made by or on behalf of any other party before the signature of this Agreement.

10.3 Nothing in the preceding sub-clause limits or excludes any liability for fraud.

I0.4 Each party waives all rights and remedies which, but for this Clause IO, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this Clause 10 shall limit or exclude any liabt1ity for fraud.

11. Notices

11.1 Any notice, instruction or other communication required or permitted to be provided by any provision of this Agreement shall be in writing and shall be: (a) delivered personally or (b) sent by e-mail. Any such notice, instruction or other communication shall be deemed received: (i) if delivered personally, on the date so delivered; or (ii) if sent by e-mail, when sent (provided that the sender does not receive any email notification of unsuccessful delivery}.

11.2 Notices, requests, demands and other communications required or otherwise contemplated to be made under this Agreement shall be delivered or sent as follows:

(a)	If to the Seller
		The National Commercial Bank
		P.O.Box3555
		Jeddab 21481
		Kingdom of Saudi Arabia

	Marked for the attention of: Fahad AI-Hunaiti
(b)	If to the Purchaser:
	Address:	NCB Capital Credit Fund I L.P.
		Walkers Corporate Limited
		Cayman Corporate Centre
		27 Hospital Road, George Town
		Grand Cayman KYl-9008,
		Cayman Islands

Marked for the attention of: the Directors or to such other address, facsimile number or e-mail address as either party may have specified to the other party in writing.

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12. Costs

Each of the Parties shall be responsible for its own legal, accountancy and other costs, charges and expenses incurred in connection with the negotiation, preparation and implementation of this Agreement and any other agreement incidental to or referred to in this Agreement.

13. Continuing effect

Each provision of this Agreement shall continue in full force and effect after Completion, except to the extent that a provision has been fully performed on or before Completion.

14. Severability

If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set out herein, and if no feasible interpretation would preserve such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits received by any party. In such event, the parties shall use their best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement that most nearly effects the parties' intent in entering into this Agreement.

15. Assignment

None of the parties hereto shall be entitled to assign or otherwise part with any interest in this Agreement or any of its rights or obligations hereunder unless the prior written consent of the other party has been obtained.

16. Governing law

16.1 This Agreement shall he governed by and construed in accordance with the Jaws of England and Wales.

16.2 If any dispute among the parties arises under or in connection with this Agreement, each party shall use all reasonable endeavors to resolve the matter amicably. If one party gives another party notice that a material dispute has risen and the parties are unable to resolve the dispute within 30 days after service of such notice, the dispute shall be referred to the respective directors or chief executives (or managing partners, as the case may be) of the parties.

17. General Provisions

This Agreement may be amended only in writing signed by the parties hereto.

The parties have shown their acceptance of the terms of this Agreement below.

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Execution
Signed by and duly authorized for and on behalf of	) /s/ Pankaj
NCB Capital Credit Fund I L,P, acting by Its General Partner NCB Capital Credit Fund I GP Co.
Name	) PANKAJ GUPTA
Title	)
Date	)
Signed by and duly authorized for and on behalf of	) /s/ Rumzy Dorwish
The National Commercial Bank
Name	) Rumzy Dorwish	/s/ Lama Ghazzaoui
Title	) Head Principal Strategies
Date	) 10/04/18	Lama Ghazzaoui
		Head strategy and Finance Group
		10/04/18

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Schedule l

Option Notice and Acknowledgement

Part A

Option Notice

The National Commercial Bank

P.O. Box 3555

Jeddah 21481

Kingdom of Saudi Arabia

Attention: Fahad Al-Hunaiti

[**] 2019

Dear Sirs

Option Notice

We refer to the agreement dated [**] August 2018 and made between The National Commercial Bank (''Seller") and NCB Capital Credit Fund I GP Co., for itself and acting in its capacity as general partner of NCB Capital Credit Fund I LP., (the "Purchaser") (the "Agreement'') relating to shares to be acquired in the Company (as defined in the Agreement).

Capitalised terms not otherwise defined bear the meaning set out in the Agreement.

This notice is an Option Notice and Acknowledgement in accordance with Clause 2.2 of the

Agreement.

We hereby give you notice of our intention to purchase the following shares:

Number of shares: [***] (the "Sale Shares'')

Consideration [***]1

Name of Purchaser: [name of SPV if relevant]

This letter is governed by the laws of England and Wales.

Kindly provide your acknowledgement to sell the Sale Shares in accordance with Clause 2.2 of the

Agreement.

Kind regards

¹ NB; This will be the par value or the shares

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NCB Capital Credit Fund I L.P. acting by its General Partner
NCB Capital Credit Fund I GP Co.
	/s/ Pankaj
Name	)PANKAJ GUPTA
Title	)
Date	)

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Part B

Acknowledgement

NCB Capital Credit Fund I L.P.

do General Partner

NCB Capital Credit Fund I GP Co.

c/o Walkers Corporate Limited

Cayman Corporate Centre,

27 Hospital Road

George Town Grand Cayman

KYl-9008

Cayman Islands

[**] 2019

Dear Sirs

Acknowledgement

We refer to the agreement dated [**] August 2018 and made between The National Commercial Bank ("Seller") and NCB Capital Credit Fund I GP Co., for itself and acting in its capacity as general partner of NCB Capital Credit Fund I L.P., (the "Purchaser") (the "Agreement") relating to shares to be acquired in the Company (as defined in the Agreement). We also refer to the Option Notice received on [**] 2019 (the "Option Notice").

Capitalised terms not otherwise defined bear the meaning set out in the Agreement

We hereby acknowledge and accept your notice of intention to purchase the following shares:

Number of shares: [***] (the "Sale Shares")

Consideration: [***]2

Name of Purchaser: [name of SPV if relevant]

Kindly forward the consideration referred to above to !he following accounts listed below.

Amount
Bank Name	JP Morgan Chase New York, USA
Account Name	The National Commercial Bank
Account Number	0011041613
IBAN
Swift Code	CHASUSJJ
Account Currency	USD

'NB;This will be the par value of the shares

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Amount
Bank Name
Account Name	NCB Capital (DIFC) Limited
Account Number
IBAN
Swift Code
Account Currency

This letter is governed by the laws of England and Wales.

Acknowledged by:

Signed by and
duly authorized for and on behalf of
The National Commercial Bank	)/s/ Rumzy Darwish
Name	Rumzy Darwish
Title	Head Principal Strategies	/s/ Lama Ghazzaoui
Date	10/04/18
		Lama Ghazzaoui
		Head strategy and Finance Group
		10/04/18

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[TO BE AGREED WITH CARLYLE]

Schedule 2

[Carlyle GMS Investment Management  L.L.C.]

[Address]

BY EMAIL TO: [**]

[**] 2019

Dear Sirs

BDC Share Transfer Request

Further to our subscription in TCG BOC II, Inc. (the "BDC") on or about[**] September 2018, we refer to our subscription documentation dated [**] September 2018.

This letter is to formally notify you of our intention to transfer [***] shares in the BOC (the "Shares") to [NCB Capital Credit Fund l L.PJ[name of SPV if relevant]](the “Purchaser")]. [We hereby attach the fully executed subscription agreement for the Shares [and KYC documents for your records].

Kindly acknowledge receipt of this request to transfer the Shares to the Purchaser and confirm that all is in order. Please forward an updated register of shareholders to [insert email addresses].

Regards

The National Commercial Bank

Signed by:	Ramzy Darwish
Name	Ramzy Darwish
Title	Head Principal Strategies	/s/ Lama Ghazzaoui	Lama Ghazzaoui
			Head strategy and Finance Group

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