BC Partners Lending Corporation
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
NONE
|
(CUSIP Number)
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
February 1, 2021
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. NONE
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Forethought Life Insurance Company
|
|
|
|||
|
|
||||
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
|
|
|
||
Indiana
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IC
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Commonwealth Annuity and Life Insurance Company
|
|
|
|||
|
|
||||
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
|
|
|
||
Massachusetts
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387 (1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Global Atlantic (Fin) Company
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Global Atlantic Financial Limited
|
|
|
|||
|
|
||||
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
|
|
|
||
Bermuda
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Global Atlantic Financial Group Limited
|
|
|
|||
|
|
||||
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
|
|
|
||
Bermuda
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
The Global Atlantic Financial Group LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
Bermuda
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Magnolia Holdings LLC
|
|
|
|||
|
|
||||
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
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Assets Holdings 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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Assets GP LLC
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Partnership 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
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Holdings Corp.
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR & Co. Inc.
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Management LLP
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
402,516.387 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Henry R. Kravis
|
|
|
|||
|
|
||||
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
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
402,516.387 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
402,516.387 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 5.
|
CUSIP No. NONE
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
George R. Roberts
|
|
|
|||
|
|
||||
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
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
402,516.387 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
402,516.387 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
402,516.387
|
|
|
|||
|
|
||||
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)
|
|
|
||
24.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
See Item 5.
|
Item 2. |
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Considerations.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Materials to be Filed as Exhibits.
|
Exhibit No.
|
Description
|
|
Joint Filing Agreement by and among the Reporting Persons.
|
||
Powers of Attorney.
|
||
Exhibit C
|
Letter Agreement, by and between Reporting Person, and BC Partners Lending Corporation, dated September 25, 2019 (incorporated by reference to Exhibit 99.1 filed with the Schedule 13D filed by Forethought
Life Insurance Company on October 24, 2019)
|
|
Exhibit D
|
Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 filed with the Annual Report on Form 10-K filed by the Issuer on March 5, 2020)
|
Dated: February 11, 2021
|
FORETHOUGHT LIFE INSURANCE COMPANY
|
|
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: SVP, Associate GC and Secretary
|
||
COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: SVP, Associate GC and Secretary
|
||
GLOBAL ATLANTIC (FIN) COMPANY
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: SVP and Assistant Secretary
|
||
GLOBAL ATLANTIC FINANCIAL LIMITED
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: Vice President and Assistant Secretary
|
||
GLOBAL ATLANTIC FINANCIAL GROUP LIMITED
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: VP, Assistant GC and Assistant Secretary
|
||
THE GLOBAL ATLANTIC FINANCIAL GROUP LLC
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: SVP, Associate GC and Secretary
|
||
KKR MAGNOLIA HOLDINGS LLC
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Manager
|
||
KKR GROUP ASSETS HOLDINGS L.P.
|
||
By:
|
KKR Group Assets GP LLC, its general partner
|
|
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
KKR GROUP ASSETS GP LLC
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR GROUP PARTNERSHIP L.P.
|
||
By:
|
KKR Group Holdings Corp., its general partner
|
|
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR GROUP HOLDINGS CORP.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR & CO. INC.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR MANAGEMENT LLP
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
HENRY R. KRAVIS
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact
|
||
GEORGE R. ROBERTS
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact
|
Name
|
Title
|
Principal Occupation
|
Robert Arena
|
Director and President
|
President of The Global Atlantic Financial Group LLC
|
David Jacoby
|
Director and Chief Financial Officer
|
Chief Accounting Officer of The Global Atlantic Financial Group LLC
|
Samuel Ramos
|
Chief Legal Officer
|
Chief Legal Officer of The Global Atlantic Financial Group LLC
|
Andrew Shainberg
|
Chief Compliance Officer
|
Chief Compliance Officer of The Global Atlantic Financial Group LLC
|
Anup Agarwal
|
Chief Investment Officer
|
Chief Investment Officer of The Global Atlantic Financial Group LLC
|
Edward Wilson
|
Chief Risk Officer
|
Chief Risk Officer of The Global Atlantic Financial Group LLC
|
Hanben Kim Lee
|
Director
|
Chief Financial Officer of The Global Atlantic Financial Group LLC
|
Eric David Todd
|
Director
|
Managing Director of Global Atlantic Financial Company
|
David Paul Wilken
|
Director
|
Co-President of Individual Markets at Global Atlantic Financial Company
|
Name
|
Title
|
Principal Occupation
|
Robert Arena
|
Director and President
|
President of The Global Atlantic Financial Group LLC
|
David Jacoby
|
Director and Chief Financial Officer
|
Chief Accounting Officer of The Global Atlantic Financial Group LLC
|
Samuel Ramos
|
Chief Legal Officer
|
Chief Legal Officer of The Global Atlantic Financial Group LLC
|
Andrew Shainberg
|
Chief Compliance Officer
|
Chief Compliance Officer of The Global Atlantic Financial Group LLC
|
Anup Agarwal
|
Chief Investment Officer
|
Chief Investment Officer of The Global Atlantic Financial Group LLC
|
Edward Wilson
|
Chief Risk Officer
|
Chief Risk Officer of The Global Atlantic Financial Group LLC
|
Hanben Kim Lee
|
Director
|
Chief Financial Officer of The Global Atlantic Financial Group LLC
|
Eric David Todd
|
Director
|
Managing Director of Global Atlantic Financial Company
|
David Paul Wilken
|
Director
|
Co-President of Individual Markets at Global Atlantic Financial Company
|
Name
|
Title
|
Principal Occupation
|
Allan Levine
|
Director and Chief Executive Officer
|
Chief Executive Officer of The Global Atlantic Financial Group LLC
|
Robert Arena
|
Director and President
|
President of The Global Atlantic Financial Group LLC
|
Hanben Kim Lee
|
Director and Chief Financial Officer
|
Chief Financial Officer of The Global Atlantic Financial Group LLC
|
Samuel Ramos
|
Chief Legal Officer
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Chief Legal Officer of The Global Atlantic Financial Group LLC
|
Andrew Shainberg
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Chief Compliance Officer
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Chief Compliance Officer of The Global Atlantic Financial Group LLC
|
Anup Agarwal
|
Chief Investment Officer
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Chief Investment Officer of The Global Atlantic Financial Group LLC
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Name
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Title
|
Principal Occupation
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Allan Levine
|
Director and Chief Executive Officer
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Chief Executive Officer of The Global Atlantic Financial Group LLC
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Robert Arena
|
Director and President
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President of The Global Atlantic Financial Group LLC
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Hanben Kim Lee
|
Director and Chief Financial Officer
|
Chief Financial Officer of The Global Atlantic Financial Group LLC
|
Samuel Ramos
|
Chief Legal Officer
|
Chief Legal Officer of The Global Atlantic Financial Group LLC
|
Andrew Shaingberg
|
Chief Compliance Officer
|
Chief Compliance Officer of The Global Atlantic Financial Group LLC
|
Anup Agarwal
|
Chief Investment Officer
|
Chief Investment Officer of The Global Atlantic Financial Group LLC
|
Edward Wilson
|
Chief Risk Officer
|
Chief Risk Officer of The Global Atlantic Financial Group LLC
|
Name
|
Principal Occupation
|
|
Henry R. Kravis
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
|
George R. Roberts
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
|
Joseph Y. Bae
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
|
Scott C. Nuttall
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
|
Mary N. Dillon
|
Chief Executive Officer of Ulta Beauty, Inc.
|
|
Joseph A. Grundfest
|
William A. Franke Professor of Law and Business of Stanford Law School
|
|
John B. Hess
|
Chief Executive Officer of Hess Corporation
|
|
Xavier Niel
|
Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
|
|
Patricia F. Russo
|
Retired, Former Chief Executive Officer of Alcatel-Lucent
|
|
Thomas M. Schoewe
|
Retired, Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
|
|
Robert W. Scully
|
Retired, Former Member, Office of the Chairman of Morgan Stanley
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Dated: February 11, 2021
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FORETHOUGHT LIFE INSURANCE COMPANY
|
|
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: SVP, Associate GC and Secretary
|
||
COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: SVP, Associate GC and Secretary
|
||
GLOBAL ATLANTIC (FIN) COMPANY
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: SVP and Assistant Secretary
|
||
GLOBAL ATLANTIC FINANCIAL LIMITED
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: Vice President and Assistant Secretary
|
||
GLOBAL ATLANTIC FINANCIAL GROUP LIMITED
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: VP, Assistant GC and Assistant Secretary
|
||
THE GLOBAL ATLANTIC FINANCIAL GROUP LLC
|
||
By:
|
/s/ Kathryn Freund
|
|
Name: Kathryn Freund
|
||
Title: SVP, Associate GC and Secretary
|
||
KKR MAGNOLIA HOLDINGS LLC
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Manager
|
||
KKR GROUP ASSETS HOLDINGS L.P.
|
||
By:
|
KKR Group Assets GP LLC, its general partner
|
|
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR GROUP ASSETS GP LLC
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR GROUP PARTNERSHIP L.P.
|
||
By:
|
KKR Group Holdings Corp., its general partner
|
|
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR GROUP HOLDINGS CORP.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR & CO. INC.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
||
KKR MANAGEMENT LLP
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for
|
||
Robert H. Lewin, Chief Financial Officer
|
HENRY R. KRAVIS
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact
|
||
GEORGE R. ROBERTS
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact
|
/s/ Henry R. Kravis
|
|
Name: Henry R. Kravis
|
/s/ George R. Roberts
|
|
Name: George R. Roberts
|
/s/ Robert H. Lewin
|
|
Name: Robert H. Lewin
|
|
Date: January 14, 2020
|