UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

Vista Credit Strategic Lending Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title and Class of Securities)

(CUSIP Number)

Bashar Al-Rousan

Abu Dhabi Developmental Holding Company PJSC

Capital Gate

10th Floor, Al Khaleej Al Arabi Street

Abu Dhabi, United Arab Emirates

+971 2 204 0000

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

(Date of Event Which Requires Filing of 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 of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

 

 

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).

Schedule 13D

 

 

(1) See Item 4 disclosure on Voting Trust Agreement.

(2) Based on 5,850,392.830 shares of Common Stock of Vista Credit Strategic Lending Corp. (the “Issuer”) outstanding as of March 26, 2024, based on information received from the Issuer.

 

 

(1) See Item 4 disclosure on Voting Trust Agreement.

(2) Based on 5,850,392.830 shares of Common Stock of the Issuer outstanding as of March 26, 2024, based on information received from the Issuer.

Schedule 13D

(1) See Item 2.

AMENDMENT NO. 3 TO SCHEDULE 13D

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Abu Dhabi Developmental Holding Company PJSC (“ADQ”), Sapphire Private Funds Holdings II RSC Ltd (“Sapphire II”) and Khalifa Alsuwaidi on October 12, 2023, as amended by Amendment No. 1 filed on November 13, 2023, and Amendment No. 2 filed on December 21, 2023. This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

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

(a) The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:

 

 

 

 

(b) The business address or address of its principal office, as applicable, of the Reporting Persons is:

With respect to ADQ:

Capital Gate

10th Floor, Al Khaleej Al Arabi Street

Abu Dhabi, United Arab Emirates

With respect to Sapphire II and Khalifa Alsuwaidi:

(c) Each of the Reporting Persons is engaged in the business of investing. ADQ is an Abu Dhabi-based investment and holding company that is wholly owned by the Government of the Emirate of Abu Dhabi.  ADQ is managed by its board of directors.  Schedule A hereto sets forth the names and other required information regarding the members of ADQ’s board of directors and ADQ’s executive officers (collectively, the “Schedule A Persons”).  None of the Schedule A Persons beneficially owns any securities of the Issuer.  Sapphire II is an indirect wholly owned subsidiary of ADQ whose principal business is the making and holding of investments. Sapphire II is the direct holder of the shares of Common Stock reported herein. Schedule B hereto sets forth the names and other required information regarding the members of Sapphire II’s board of directors (collectively, the “Schedule B Persons”, and together with the Schedule A Persons, the “Scheduled Persons”).  None of the Schedule B Persons beneficially owns any securities of the Issuer.  As Khalifa Alsuwaidi is no longer the sole director of Sapphire II, he no longer may be deemed to beneficially own the shares of Common Stock held by Sapphire II and therefore will no longer be included as a Reporting Person in future Schedule 13D amendments.

(d) and (e) During the past five years, none of the Reporting Persons nor any of the Scheduled Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:

 

 

 

  

Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

The information in Item 4 is incorporated herein by reference. The shares of Common Stock of the Issuer were purchased by Sapphire II with the working capital of Sapphire II.

Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

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

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 5,850,392.830 shares of Common Stock of the Issuer outstanding as of March 26, 2024, based on information received from the Issuer.  The shares of Common Stock reported herein are directly held and beneficially owned by Sapphire II.  ADQ, which indirectly wholly owns Sapphire II, may be deemed the beneficial owner of the shares of Common Stock directly held by Sapphire II. The information in Item 4 regarding voting power over the shares of Common Stock reported herein under the Voting Trust Agreement and the termination provisions of the Voting Trust Agreement is incorporated herein by reference.

(c) The information in Items 3 and 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D, as amended, there have been no transactions by the Reporting Persons or the Scheduled Persons in the securities of the Issuer during the past sixty days.

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated herein by reference.

(e) The disclosure in Item 2(c) regarding Khalifa Alsuwaidi no longer beneficially owning any shares of Common Stock is incorporated herein by reference.  Mr. Alsuwaidi no longer beneficially owned any shares of Common Stock as of January 23, 2024.

Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:

The information in Item 4 is incorporated herein by reference.