0001193125-18-085916.txt : 20180316 0001193125-18-085916.hdr.sgml : 20180316 20180316163603 ACCESSION NUMBER: 0001193125-18-085916 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180316 DATE AS OF CHANGE: 20180316 GROUP MEMBERS: GOLDENTREE PARTNERS LOAN FUND LLC GROUP MEMBERS: STEVEN A. TANANBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FS Credit Income Fund CENTRAL INDEX KEY: 0001688897 IRS NUMBER: 814285943 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90157 FILM NUMBER: 18696090 BUSINESS ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 FORMER COMPANY: FORMER CONFORMED NAME: FS Diversified Income Fund DATE OF NAME CHANGE: 20161031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GTAM TS Investment LLC CENTRAL INDEX KEY: 0001720661 IRS NUMBER: 261290328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GOLDENTREE ASSET MANAGEMENT STREET 2: 300 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-847-3500 MAIL ADDRESS: STREET 1: C/O GOLDENTREE ASSET MANAGEMENT STREET 2: 300 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d537294dsc13da.htm FS CREDIT INCOME FUND FS Credit Income Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

 

 

 

FS CREDIT INCOME FUND

(Name of Issuer)

Class I Common Shares of Beneficial Interest, $0.001 par value

(Title of Class of Securities)

30300R 203

(CUSIP Number)

George Travers

GoldenTree Asset Management LP

300 Park Avenue, 21st Floor

New York, NY 10022

(212) 847-3500

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

March 16, 2018

(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 which 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).

 

 

 

CUSIP No. 30300R 203  

 

  1      

NAMES OF REPORTING PERSONS

 

GTAM TS Investment LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

    BENEFICIALLY    

OWNED BY

EACH

REPORTING

PERSON WITH

 

      7       

SOLE VOTING POWER (See Item 5)

 

0

     8   

SHARED VOTING POWER (See Item 5)

 

397,873

     9   

SOLE DISPOSITIVE POWER (See Item 5)

 

0

   10   

SHARED DISPOSITIVE POWER (See Item 5)

 

397,873

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

397,873

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 5)  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.81%

14  

TYPE OF REPORTING PERSON

 

HC, OO

CUSIP No. 30300R 203  

 

  1      

NAMES OF REPORTING PERSONS

 

GoldenTree Partners Loan Fund LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

    BENEFICIALLY    

OWNED BY

EACH

REPORTING

PERSON WITH

 

      7       

SOLE VOTING POWER (See Item 5)

 

0

     8   

SHARED VOTING POWER (See Item 5)

 

397,873

     9   

SOLE DISPOSITIVE POWER (See Item 5)

 

0

   10   

SHARED DISPOSITIVE POWER (See Item 5)

 

397,873

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

397,873

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 5)  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.81%

14  

TYPE OF REPORTING PERSON

 

HC, OO

CUSIP No. 30300R 203  

 

  1      

NAMES OF REPORTING PERSONS

 

Steven A. Tananbaum

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

    BENEFICIALLY    

OWNED BY

EACH

REPORTING

PERSON WITH

 

      7       

SOLE VOTING POWER (See Item 5)

 

0

     8   

SHARED VOTING POWER (See Item 5)

 

397,873

     9   

SOLE DISPOSITIVE POWER (See Item 5)

 

0

   10   

SHARED DISPOSITIVE POWER (See Item 5)

 

397,873

11      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

397,873

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 5)  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.81%

14  

TYPE OF REPORTING PERSON

 

HC, IN

This Amendment No. 1 (“Amendment No. 1”) relates to the Class I common shares of beneficial interest, par value $0.001 per share (the “Shares”), of FS Credit Income Fund (the “Fund”), a Delaware statutory trust registered as a closed-end management investment company under the Investment Company Act of 1940 (the “1940 Act”), with its principal executive offices located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, and amends the Schedule 13D filed on November 1, 2017 (the “Initial 13D”). Except as amended herein, the Initial 13D is unchanged and remains in effect. Capitalized terms used herein but not otherwise defined in this Amendment No. 1 shall have the respective meanings ascribed to them in the Initial 13D.

 

Item 2. Identity and Background.

Item 2 of the Initial 13D is hereby amended and restated as follows:

(a) This statement is filed by:

(i) GTAM TS Investment LLC, a Delaware limited liability company (the “LLC”), with respect to securities of the Fund held by it;

(ii) GoldenTree Partners Loan Fund LLC, a Delaware limited liability company (the “Parent”), with respect to securities of the Fund indirectly held by it as the parent company to the LLC; and

(iii) Mr. Steven A. Tananbaum (“Mr. Tananbaum”), the manager of the LLC and the Parent LLC.

The LLC, the Parent and Mr. Tananbaum are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The Parent does not own any Shares directly and disclaims beneficial ownership of the Shares. Mr. Tananbaum does not own any Shares directly and disclaims beneficial ownership of the Shares.

(b) The address of the principal business office of each of the Reporting Persons is 300 Park Avenue, 21st Floor, New York, N.Y. 10022.

(c) The principal business of each of the LLC and the Parent is to hold portfolio securities. Mr. Tananbaum serves as the managing member of the LLC and the Parent. As the managing member of the LLC and the Parent, Mr. Tananbaum may be deemed to have voting and investment power over the securities of the Issuer directly held by the LLC.

(d) No Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

(e) None of the Reporting Persons has during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.

(f) The Citizenship of the Reporting Persons is as follows:

(i) LLC – Delaware;

(ii) Parent – Delaware;

(iii) Mr. Tananbaum – United States of America.

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Initial 13D is hereby amended and restated as follows:

(a)-(b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate percentage of Shares reported as beneficially owned by the Reporting Persons was calculated based on 1,603,587.069 Shares outstanding as of March 14, 2018.

(c) Except for the indirect acquisition by the Parent of the Shares held by the LLC as a result of its acquisition of the LLC on March 16, 2018, the Reporting Persons have not engaged in any transactions in the Shares during the past sixty days.

(d) Not applicable.

(e) Not applicable.

 

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Initial 13D is hereby amended and restated as follows:

 

Exhibit No.

   

Description

99.1    Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons.

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: March 16, 2018

 

GTAM TS INVESTMENT LLC
By:   /s/ Steven A. Tananbaum
  Name: Steven A. Tananbaum
  Title: Managing Member

 

GOLDENTREE PARTNERS LOAN FUND LLC
By:   /s/ Steven A. Tananbaum
  Name: Steven A. Tananbaum
  Title: Managing Member
  /s/ Steven A. Tananbaum
  Steven A. Tananbaum
 EX-99.1 2 d537294dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class I common shares of beneficial interest, par value $0.001 per share, of FS Credit Income Fund. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 16th day of March, 2018.

GTAM TS INVESTMENT LLC
By:   /s/ Steven A. Tananbaum
  Name: Steven A. Tananbaum
  Title: Managing Member

 

GOLDENTREE PARTNERS LOAN FUND LLC
By:   /s/ Steven A. Tananbaum
  Name: Steven A. Tananbaum
  Title: Managing Member
  /s/ Steven A. Tananbaum
  Steven A. Tananbaum