(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) x A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) o Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
Ownership (a-b)
Pursuant to the Transaction Support Agreement (the TSA), dated as of September 29, 2020, by and among the Issuer, Summit Midstream Partners Holdings, LLC (SMP Holdings), Summit Midstream Partners, LLC (Summit Investments) (each subsidiaries of the Issuer), and the Directing Lenders (as defined therein), the parties to the TSA agreed to discharge and restructure certain indebtedness under the Term Loan Agreement (the Term Loan), dated as of March 21, 2017, by and among SMP Holdings, as borrower, and the lenders party thereto, including certain of the Reporting Persons (the Term Loan Lenders).
As contemplated by the TSA and pursuant to the terms of the Strict Foreclosure Agreement (the Strict Foreclosure Agreement), dated as of November 17, 2020 (the Closing Date), by and among SMP Holdings, Summit Investments and the Term Loan Agent (as defined therein), the Directing Lenders directed the Term Loan Agent to execute a strict foreclosure on behalf of the Directing Lenders on 2,306,972 Common Units pledged as collateral under the Term Loan (the Specified Collateral) due to SMP Holdings failure to pay certain required amortization payments. Pursuant to the Strict Foreclosure Agreement, SMP Holdings and Summit Investments entered into a General Assignment and Bill of Sale on the Closing Date, pursuant to which SMP Holdings and Summit Investments assigned, transferred and conveyed the Specified Collateral to all Term Loan Lenders on a pro rata basis (the Assignment). As a result of the Assignment, the CIFC Direct Holders (as defined below) acquired beneficial ownership of the Common Units described in this Schedule 13G.
The ownership information presented below sets forth the number and percentage of the Issuers Common Units that each Reporting Person beneficially owns or may be deemed to beneficially own as of the filing date of this Schedule 13G, based on (i) 3,774,992 Common Units issued and outstanding as of November 9, 2020 (as disclosed by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2020) plus (ii) 2,306,972 Common Units transferred to the Term Loan Lenders in connection with the Assignment. As of December 31, 2020 and as of the filing date of this Schedule 13G, the Reporting Persons collectively beneficially own or may be deemed to beneficially own an aggregate of 370,080 Common Units and 295,080 Common Units, respectively. As of the date hereof, such Common Units are held of record by the Reporting Persons listed under the heading CIFC Direct Holder in the table below (each, an CIFC Direct Holder, and collectively, the CIFC Direct Holders) in the amounts set forth opposite each such CIFC Direct Holders respective name. Each of the Reporting Persons listed under the heading CIFC Lender of Record in the table below (each, an CIFC Lender of Record, and collectively, CIFC Lenders of Record) directly controls the CIFC Direct Holder set forth opposite its respective name.
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CIFC Loan Opportunity Fund Blocker 1 LLC
|
|
10,225.1
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0.2
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%
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CIFC Loan Opportunity Fund, Ltd.
|
|
CIFC Loan Opportunity Fund II Blocker 1 LLC
|
|
7,668.82
|
|
0.1
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%
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CIFC Loan Opportunity Fund II, Ltd.
|
|
SMA - JSS Senior Loan Fund
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|
30,435.3
|
|
0.5
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%
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Not applicable
|
|
CIFC Asset Management LLC controls, directly or indirectly, each CIFC Lender of Record. The sole member of CIFC Asset Management LLC is CIFC Management Holdings. The sole member of CIFC Asset Management Holdings LLC is CIFC Corp. The sole stockholder of CIFC Corp. is CIFC LLC. The sole member of CIFC LLC is Centricus Holdings I LP. The general partner of Centricus Holdings I LP is Centricus Financial Investments GP Limited. Nizar Al-Bassam and Dalinc Ariburnu, through a series of holding companies, each beneficially own 50% of the equity of Centricus Financial Investments GP Limited.
Each of the Reporting Persons (other than the CIFC Direct Holders, in each case, solely with respect to the Common Units held of record by each such CIFC Direct Holder as set forth above), the directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Units for purposes of Section 13(d) of the Act and the rules under Section 13(d) of the Act.
(c) The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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CIFC Asset Management LLC is a registered investment adviser.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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: February 16, 2021
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CIFC 2012-II-R Blocker 1 LLC
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Signed:
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/s/ Julian Weldon
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Name:
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Julian Weldon
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Title:
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Secretary
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|
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CIFC Funding 2012-II-R, Ltd.
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|
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Signed:
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/s/ Julian Weldon
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Name:
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Julian Weldon
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Title:
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Secretary
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|
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CIFC 2013-III-R Blocker 1 LLC
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|
|
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Signed:
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/s/ Julian Weldon
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Name:
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Julian Weldon
|
|
Title:
|
Secretary
|
|
|
|
|
CIFC Funding 2013-III-R, Ltd.
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|
|
|
|
Signed:
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/s/ Julian Weldon
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Name:
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Julian Weldon
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Title:
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Secretary
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|
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CIFC 2013-IV Blocker 1 LLC
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Signed:
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/s/ Julian Weldon
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Name:
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Julian Weldon
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|
Title:
|
Secretary
|
|
|
|
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CIFC Funding 2013-IV, Ltd.
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|
|
|
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Signed:
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/s/ Julian Weldon
|
|
Name:
|
Julian Weldon
|
|
Title:
|
Secretary
|
71