0000950170-23-002445.txt : 20230210 0000950170-23-002445.hdr.sgml : 20230210 20230210124020 ACCESSION NUMBER: 0000950170-23-002445 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230210 DATE AS OF CHANGE: 20230210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Varagon Capital Corp CENTRAL INDEX KEY: 0001784700 IRS NUMBER: 301206578 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93692 FILM NUMBER: 23609953 BUSINESS ADDRESS: STREET 1: 151 WEST 42ND STREET STREET 2: 53RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212.235.2600 MAIL ADDRESS: STREET 1: 151 WEST 42ND STREET STREET 2: 53RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Varagon Capital Corp. DATE OF NAME CHANGE: 20190806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Varagon Capital Corp CENTRAL INDEX KEY: 0001784700 IRS NUMBER: 301206578 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 151 WEST 42ND STREET STREET 2: 53RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212.235.2600 MAIL ADDRESS: STREET 1: 151 WEST 42ND STREET STREET 2: 53RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Varagon Capital Corp. DATE OF NAME CHANGE: 20190806 SC 13G 1 vcc_-_schedule_13g.htm SC 13G SC 13G

 

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

_____________________________________

SCHEDULE 13G
(Amendment No. )*

UNDER THE SECURITIES EXCHANGE ACT OF 1934

_____________________________________

Varagon Capital Corporation
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

92212L104
(CUSIP Number)

December 31, 2022
(Date of Event Which Requires Filing of this Statement)

_____________________________________

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

 

Rule 13d-1(b)

 

 

Rule 13d-1(c)

 

 

Rule 13d-1(d)

 

 

 

 

* 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 the 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).

 

 

 


 

 

1.

Names of Reporting Persons

Varagon Capital Partners, L.P.

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)    (b)

3.

SEC Use Only

4.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned By Each Reporting Person With

5.

Sole Voting Power

283,963.4876

6.

Shared Voting Power

12,984,825.4473

7.

Sole Dispositive Power

283,963.4876

8.

Shared Dispositive Power

12,984,825.4473

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

13,271,788.9349

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

31.98%(1)

12.

Type of Reporting Person (See Instructions)

PN

 

(1) Calculated based on 41,490,641.5761 shares of Common Stock outstanding as of December 31, 2022 based on information received from the Issuer.

 


 

 

1.

Names of Reporting Persons

Varagon Professionals Fund, L.P.

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)    (b)

3.

SEC Use Only

4.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned By Each Reporting Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

61,905.0000

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

61,905.0000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

61,905.0000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

0.15%(1)

12.

Type of Reporting Person (See Instructions)

PN

 

(1) Calculated based on 41,490,641.5761 shares of Common Stock outstanding as of December 31, 2022 based on information received from the Issuer.

 


 

 

1.

Names of Reporting Persons

VCBD Feeder I, LLC

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)    (b)

3.

SEC Use Only

4.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned By Each Reporting Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

9,629,814.4734

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

9,629,814.4734

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

9,629,814.4734

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

23.21%(1)

12.

Type of Reporting Person (See Instructions)

PN

 

(1) Calculated based on 41,490,641.5761 shares of Common Stock outstanding as of December 31, 2022 based on information received from the Issuer.

 


 

 

1.

Names of Reporting Persons

VCBD Feeder II, LLC

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)    (b)

3.

SEC Use Only

4.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned By Each Reporting Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

3,081,540.9142

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,081,540.9142

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,081,540.9142

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

7.43%(1)

12.

Type of Reporting Person (See Instructions)

PN


(1) Calculated based on 41,490,641.5761 shares of Common Stock outstanding as of December 31, 2022 based on information received from the Issuer.

 


 

 

1.

Names of Reporting Persons

VCC Professionals Fund, L.P.

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)    (b)

3.

SEC Use Only

4.

Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned By Each Reporting Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

211,565.0597

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

211,565.0597

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

211,565.0597

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

0.51%(1)

12.

Type of Reporting Person (See Instructions)

PN

 

(1) Calculated based on 41,490,641.5761 shares of Common Stock outstanding as of December 31, 2022 based on information received from the Issuer.

 


 

Item 1(a).

Name of Issuer:

 

Varagon Capital Corporation (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

151 West 42nd Street, 53rd Floor

New York, NY 10036

Item 2(a).

Names of Persons Filing:

 

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

 

1.
Varagon Capital Partners, L.P.
2.
Varagon Professionals Fund, L.P.
3.
VCBD Feeder I, LLC
4.
VCBD Feeder II, LLC
5.
VCC Professionals Fund, L.P.

Item 2(b).

Address of the Principal Business Office or, if None, Residence:

 

For all Reporting Persons:

151 West 42nd Street, 53rd Floor

New York, NY 10036

Item 2(c).

Citizenship:

 

See responses to Item 4 on each cover page.

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.01 par value

Item 2(e).

CUSIP Number:

 

N/A

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

 

Not Applicable.

Item 4.

Ownership.

 

(a)
Amount beneficially owned:
(b)
Percent of Class:
(c)
Number of shares as to which the Reporting Person has:
 

See response to Item 9 on each cover page.

See response to Item 11 on each cover page
 

 


 

 

(i)
Sole power to vote or to direct the vote:
(ii)
Shared power to vote or to direct the vote:
(iii)
Sole power to dispose or to direct the disposition of:
(iv)
Shared power to dispose or to direct the disposition of:

                             See responses to Item 5 on each cover page.

See responses to Item 6 on each cover page.
 

                             See responses to Item 7 on each cover page.

See responses to Item 8 on each cover page.

 

Varagon Professionals Fund, L.P. directly holds 61,905.0000 shares of Common Stock.

VCBD Feeder I, LLC directly holds 9,629,814.4734 shares of Common Stock.

VCBD Feeder II, LLC directly holds 3,081,540.9142 shares of Common Stock.

VCC Professionals Fund, L.P. directly holds 211,565.0597 shares of Common Stock.


Varagon Capital Partners, L.P. is a registered investment adviser and the investment manager of each of Varagon Professionals Fund, L.P., VCBD Feeder I, LLC, VCBD Feeder II, LLC and VCC Professionals Fund, L.P. (the “Funds”). Accordingly, Varagon Capital Partners, L.P. may be deemed to have beneficial ownership over the 13,271,789 shares of Common Stock held by the Funds, constituting 31.09% of the Issuer’s outstanding Common Stock. Investment and voting decisions with respect to such shares of Common Stock are made by the investment committee of Varagon Capital Partners, L.P. and all members of such committee disclaim beneficial ownership of the reported securities.

 

All calculations of percentage ownership that are reflected in this Statement are based on 41,490,641.5761 shares of Common Stock outstanding as of December 31, 2022 based on information received from the Issuer

 

This filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, a "group" or the beneficial owner of any securities covered by this Statement.

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable.

Item 9.

Notice of Dissolution of Group.

 


 

 

Not Applicable.

Item 10.

Certification.

 

Not Applicable.

 

 

 

 


 

SIGNATURE

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

Dated: February 10, 2023

VARAGON CAPITAL PARTNERS, L.P.

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer

VARAGON PROFESSIONALS FUND, L.P.

By:

Varagon Capital Partners, L.P., its investment adviser

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer

VCBD FEEDER I, LLC

By:

Varagon Capital Partners, L.P., its investment adviser

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer

VCBD FEEDER II, LLC

By:

Varagon Capital Partners, L.P., its investment adviser

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer

VCC PROFESSIONALS FUND, L.P.

By:

Varagon Capital Partners, L.P., its investment adviser

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer

 

 

 

 


 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of Varagon Capital Corporation(this “Agreement”), is being filed, and all amendments thereto will be filed byVaragon Capital Partners, L.P, as the designated filer, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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.

VARAGON CAPITAL PARTNERS, L.P.

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer

VARAGON PROFESSIONALS FUND, L.P.

By:

Varagon Capital Partners, L.P., its investment adviser

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer

VCBD FEEDER I, LLC

By:

Varagon Capital Partners, L.P., its investment adviser

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer

VCBD FEEDER II, LLC

By:

Varagon Capital Partners, L.P., its investment adviser

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer

VCC PROFESSIONALS FUND, L.P.

By:

Varagon Capital Partners, L.P., its investment adviser

By:

/s/ Walter J. Owens

 

Name: Walter J. Owens

 

Title: Chief Executive Officer