acbdc13gaug82015.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
 
Audax Credit BDC Inc.
(Name of Issuer – as specified in its charter)
 
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
05070P 108
(CUSIP Number)
 
 
July 31, 2015
(Date of Event which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
ý          Rule 13d-1(b)
¨          Rule 13d-1(c)
¨          Rule 13d-1(d)
 
 
The information required in 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.

 

Page 1 of 10 Pages
 
 
 


 
CUSIP No.  05070P 108
SCHEDULE 13G
Page 2 of 10 Pages
  

 
1
NAME OF REPORTING PERSON
 
Mercer Investment Management, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                           (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
 
1,100,000
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
1,100,000
 
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,100,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       ¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
99%
 
12
TYPE OF REPORTING PERSON
 
IA;CO
 
 
 
 
 

 

 
CUSIP No. 05070P 108
SCHEDULE 13G
Page 3 of  10 Pages
  



 

1
NAME OF REPORTING PERSON
 
Mercer Consulting Group, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                    (a) ¨    (b)  ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
1,100,000
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
1,100,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,100,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES         ¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
99%
 
12
TYPE OF REPORTING PERSON
 
HC;CO


 
 
 
 

 
CUSIP No. 05070P 108
SCHEDULE 13G
Page 4 of 10 Pages
  

 
 
1
NAME OF REPORTING PERSON
 
Marsh & McLennan Companies, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                              (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
 
1,100,000
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
1,100,000
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,100,000
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       ¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
99%
 
12
TYPE OF REPORTING PERSON
 
HC;CO
 
 
 
 


 
CUSIP No. 05070P 108
SCHEDULE 13G
Page 5 of 10 Pages
  
 

 
Item 1.
(a)
Name of Issuer:  Audax Credit BDC Inc.
   
 
(b)
Address of Issuer’s Principal Executive Offices:
   
   
101 Huntington Avenue
Boston, Massachusetts 02199

Item 2.
(a)
Name of Persons Filing:
     
   
(i)
Mercer Investment Management, Inc. (“Mercer Investments”)
   
(ii)
Mercer Consulting Group, Inc. (“Mercer Consulting”)
   
(iii)
Marsh & McLennan Companies, Inc. (“MMC”)
       
 
(b)
Address of Principal Business Office or, if none, Residence:
     
   
(i)
Mercer Investments:
     
99 High Street
     
Boston, Massachusetts 02110
       
   
(ii)
Mercer Consulting and MMC:
     
1166 Avenue of the Americas
     
New York, New York 10036
 
 
(c)
Citizenship or Place of Organization:
 
   
(i)
Mercer Investments:  Delaware
   
(ii)
Mercer Consulting:  New York
   
(iii)
MMC: Delaware
 
 
(d)
Title of Class of Securities:  Common Stock, par value $0.001 per share
 
 
(e)
CUSIP Number:  05070P 108
       
 
 
 
 


 
CUSIP No. 05070P 108
SCHEDULE 13G
Page 6 of 10 Pages
  
 

 
Item 3.
If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
[  ] Broker or dealer registered under section 15 of  the Act (15 U.S.C. 78o);
 
(b)
[  ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
[  ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c.);
 
(d)
[  ] 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 section 240.13d-1(b)(1)(ii)(E);
 
(f)
[  ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F);
 
(g)
[x] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G);
 
(h)
[  ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
[  ] 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)
[  ] A non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J);
 
(k)
[  ] Group, in accordance with section 240.13d-1(b)(1)(ii)(K).
     
   
If filing as a non-U.S institution in accordance with section 240.13d-1(b)(1)(ii)(J), specify the type of institution:  ________________________

Item 4.
Ownership.
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
   
(i)
Mercer Investments:
1,100,000
    
   
(ii)
Mercer Consulting:
1,100,000
    
   
(iii)
MMC:
1,100,000
    
             
 
(b)
Percent of class:
   
(i)
Mercer Investments:
99%
    
   
(ii)
Mercer Consulting:
99%
    
   
(iii)
MMC:
99%
    
 
 
 
(c)
Number of shares as to which the person has:
 
   
(1)
Sole power to vote or to direct the vote:
    
 
 
     
(i)
Mercer Investments:
1,100,000
  
     
(ii)
Mercer Consulting:
0
  
     
(iii)
MMC:
0
  
 
 
   
(2)
Shared power to vote or to direct the vote:
 
     
(i)
Mercer Investments:
0
  
     
(ii)
Mercer Consulting:
1,100,000
  
     
(iii)
MMC:
1,100,000
  
 
   
(3)
Sole power to dispose or to direct the disposition of:
             
     
(i)
Mercer Investments:
1,100,000
  
     
(ii)
Mercer Consulting:
0
  
     
(iii)
MMC:
0
  
             
   
(4)
Shared power to dispose or to direct the disposition of:
             
     
(i)
Mercer Investments:
0
  
     
(ii)
Mercer Consulting:
1,100,000
  
     
(iii)
MMC:
1,100,000
  
 
 
 
 
 


 
CUSIP No. 05070P 108
SCHEDULE 13G
Page 7 of 10 Pages
  

 
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:
   
 
Clients of Mercer Investments have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein.  No client of Mercer Investments currently has an interest in the securities reported herein in excess of 5 percent except Mercer Audax Credit Feeder Fund LP, a Cayman Islands exempted limited partnership (the “Fund”).  The Fund has solely an economic interest in the shares reported herein and no beneficial interest based upon the terms and conditions of the investment management arrangements entered into between Mercer Investments and the Fund.
   
Item 7.
Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
Mercer Investment Management, Inc. – Investment Adviser
   
Item 8.
Identification and Classification of Members of the Group:
   
 
Not Applicable
   
Item 9.
Notice of Dissolution of Group:
   
 
Not Applicable
 

 
CUSIP No. 05070P 108
SCHEDULE 13G
Page 8 of 10 Pages
  
 
 
   
Item 10.
Certification:
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
   
 
In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.
 
 
 
 


 
CUSIP No. 05070P 108
SCHEDULE 13G
Page 9 of 10 Pages
  
 


SIGNATURES

The undersigned certify, after reasonable inquiry and to the best knowledge and belief of the undersigned, that the information set forth in this Statement is true, complete and correct.  The undersigned agree to the filing of this single Statement on Schedule 13G.
 
   
Mercer Investment Management, Inc.
     
     
Date:  August 10, 2015
  
By: /s/ Rich Joseph                                                    
   
Name:  Rich Joseph
   
Title:    Chief Operating Officer 
     
     
   
Mercer Consulting Group, Inc.
     
     
Date:  August 10, 2015
  
By: /s/ Helen Shan                                                      
   
Name:  Helen Shan
   
Title:    Director and Vice President
     
     
   
Marsh & McLennan Companies, Inc.
     
     
Date:  August 10, 2015
  
By: /s/ Carey Roberts                                                     
   
Name:  Carey Roberts
   
Title:    Vice President, Deputy General Counsel &
             Corporate Secretary
 
 
 
 
 
 
CUSIP No. 05070P 108
SCHEDULE 13G
Page 10 of 10 Pages
  
 

 
EXHIBIT 1
 
WHEREAS, in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”), only one joint Statement and any amendments thereto need to be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or amendments thereto is filed on behalf of each of them;

NOW, THEREFORE, the parties hereto agree as follows:

Mercer Investment Management, Inc., Mercer Consulting Group, Inc. and Marsh & McLennan Companies, Inc., do hereby agree, in accordance with Rule 13d-1(k)(1) under the Act, to file a Statement on Schedule 13G relating to their ownership of the Common Stock of the Issuer, and do hereby further agree that said Statement on Schedule 13G shall be filed on behalf of each of them.
 

   
Mercer Investment Management, Inc.
     
     
Date:  August 10, 2015
  
By: /s/ Rich Joseph                                                    
   
Name:  Rich Joseph
   
Title:    Chief Operating Officer 
     
     
   
Mercer Consulting Group, Inc.
     
     
Date:  August 10, 2015
  
By: /s/ Helen Shan                                                      
   
Name:  Helen Shan
   
Title:    Director and Vice President
     
     
   
Marsh & McLennan Companies, Inc.
     
     
Date:  August 10, 2015
  
By: /s/ Carey Roberts                                                     
   
Name:  Carey Roberts
   
Title:    Vice President, Deputy General Counsel &
             Corporate Secretary