CUSIP No. 500233101

13D


Page 1 of 14 pages

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)


(Amendment No. 1)*

 

KOHLBERG CAPITAL CORPORATION

 

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.001 PER SHARE

 

(Title of Class of Securities)

 

500233101

(CUSIP number)

 

Jennifer M. Pulick
Chief Compliance Officer
Cyrus Capital Partners, L.P.
399 Park Avenue, 39th Floor
New York, New York 10022
(212) 380-5821

 

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

 

May 4, 2010

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

(Continued on the following pages)

(Page 1 of 14 Pages)

*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 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.



 

 

 


CUSIP No. 500233101

13D


Page 2 of 14 pages


 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

 

Cyrus Capital Partners, L.P. (“Cyrus”)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  o

 

 

 

 

 

(b)  x

 

 

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS  AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

7.

SOLE VOTING POWER  1,099,887

8.

SHARED VOTING POWER  N/A

9.

SOLE DISPOSITIVE POWER  1,099,887

10.

SHARED DISPOSITIVE POWER  N/A

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,099,887

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

5.0%*

 

14.

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

* All percentage calculations set forth herein assume that there are 21,836,010 shares of Common Stock outstanding, as reported in Kohlberg Capital Corporation’s most recent Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2009.



 

 

 


CUSIP No. 500233101

13D


Page 3 of 14 pages


 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

 

Cyrus Opportunities Master Fund II, Ltd. (“COMF”)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  o

 

 

 

 

 

(b)  x

 

 

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS  WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

7.

SOLE VOTING POWER  1,099,887

8.

SHARED VOTING POWER  N/A

9.

SOLE DISPOSITIVE POWER  1,099,887

10.

SHARED DISPOSITIVE POWER  N/A

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,099,887

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

5.0%*

 

14.

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

* All percentage calculations set forth herein assume that there are 21,836,010 shares of Common Stock outstanding, as reported in Kohlberg Capital Corporation’s most recent Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2009.



 

 

 


CUSIP No. 500233101

13D


Page 4 of 14 pages


 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

 

CRS Fund, Ltd. (“CRS”)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  o

 

 

 

 

 

(b)  x

 

 

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS  WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

7.

SOLE VOTING POWER  1,099,887

8.

SHARED VOTING POWER  N/A

9.

SOLE DISPOSITIVE POWER  1,099,887

10.

SHARED DISPOSITIVE POWER  N/A

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,099,887

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

5.0%*

 

14.

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

* All percentage calculations set forth herein assume that there are 21,836,010 shares of Common Stock outstanding, as reported in Kohlberg Capital Corporation’s most recent Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2009.



 

 

 


CUSIP No. 500233101

13D


Page 5 of 14 pages


 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

 

Crescent 1, L.P. (“Crescent”)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  o

 

 

 

 

 

(b)  x

 

 

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS  WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

7.

SOLE VOTING POWER  1,099,887

8.

SHARED VOTING POWER  N/A

9.

SOLE DISPOSITIVE POWER  1,099,887

10.

SHARED DISPOSITIVE POWER  N/A

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,099,887

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

5.0%*

 

14.

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

* All percentage calculations set forth herein assume that there are 21,836,010 shares of Common Stock outstanding, as reported in Kohlberg Capital Corporation’s most recent Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2009.



 

 

 


CUSIP No. 500233101

13D


Page 6 of 14 pages


 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

 

Cyrus Capital Advisors, L.L.C. (“Cyrus Advisors”)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  o

 

 

 

 

 

(b)  x

 

 

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS  AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

7.

SOLE VOTING POWER  1,099,887

8.

SHARED VOTING POWER  N/A

9.

SOLE DISPOSITIVE POWER  1,099,887

10.

SHARED DISPOSITIVE POWER  N/A

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,099,887

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

5.0%*

 

14.

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

* All percentage calculations set forth herein assume that there are 21,836,010 shares of Common Stock outstanding, as reported in Kohlberg Capital Corporation’s most recent Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2009



 

 

 


CUSIP No. 500233101

13D


Page 7 of 14 pages


 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

 

Cyrus Select Opportunities Master Fund, Ltd. (“CSOMF”)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  o

 

 

 

 

 

(b)  x

 

 

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS  WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION  Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

7.

SOLE VOTING POWER  1,099,887

8.

SHARED VOTING POWER  N/A

9.

SOLE DISPOSITIVE POWER  1,099,887

10.

SHARED DISPOSITIVE POWER  N/A

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,099,887

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

5.0%*

 

14.

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

* All percentage calculations set forth herein assume that there are 21,836,010 shares of Common Stock outstanding, as reported in Kohlberg Capital Corporation’s most recent Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2009.



 

 

 


CUSIP No. 500233101

13D


Page 8 of 14 pages


 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

 

Cyrus Capital Partners GP, L.L.C. (“Cyrus GP”)

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  o

 

 

 

 

 

(b)  x

 

 

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS  AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION  Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

7.

SOLE VOTING POWER  1,099,887

8.

SHARED VOTING POWER  N/A

9.

SOLE DISPOSITIVE POWER  1,099,887

10.

SHARED DISPOSITIVE POWER  N/A

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,099,887

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

5.0%*

 

14.

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

* All percentage calculations set forth herein assume that there are 21,836,010 shares of Common Stock outstanding, as reported in Kohlberg Capital Corporation’s most recent Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2009.



 

 

 


CUSIP No. 500233101

13D


Page 9 of 14 pages


 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

 

Stephen C. Freidheim

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  o

 

 

 

 

 

(b)  x

 

 

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS  AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION  United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH

7.

SOLE VOTING POWER  1,099,887

8.

SHARED VOTING POWER  N/A

9.

SOLE DISPOSITIVE POWER  1,099,887

10.

SHARED DISPOSITIVE POWER  N/A

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

1,099,887 (1)

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

 

 

5.0%*

 

14.

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

* All percentage calculations set forth herein assume that there are 21,836,010 shares of Common Stock outstanding, as reported in Kohlberg Capital Corporation’s most recent Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2009.

(1) See Item 2(a).



 

 

 


CUSIP No. 500233101

13D


Page 10 of 14 pages

SCHEDULE 13D
AMENDMENT NO. 1

 

 

ITEM 1.

Security and Issuer.

The Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by the Reporting Persons on March 26, 2010 (the “Initial 13D”), with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Kohlberg Capital Corporation, a corporation organized under the laws of the state of Delaware (the “Issuer”), with its principal executive offices located at 295 Madison Avenue, 6th Floor, New York, NY 10017, is hereby amended to furnish additional information set forth herein. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

 

ITEM 4.

Purpose of Transaction.

Item 4 is hereby amended by the addition of the following:

On April 20, 2010, Cyrus sent a proposal to the Issuer, the terms of which proposed an investment by the Reporting Persons in the Issuer of $50,000,000 in Common Stock of the Issuer, with another $50,000,000 investment in preferred equity of the Issuer’s financing subsidiary, Kohlberg Capital Funding LLC I.

On May 4, 2010, Cyrus sent a letter to the board of directors of the Issuer (the “May 4th Letter”). A copy of the May 4th Letter is attached hereto as Exhibit 2(a) and is incorporated herein by reference.

 

 

ITEM 7.

Materials to be Filed as Exhibits.

Item 7 is hereby amended by the addition of the following:

 

 

Exhibit 2(a)

Letter dated May 4, 2010, from Cyrus to the board of directors of the Issuer.




 

 

 


CUSIP No. 500233101

13D


Page 11 of 14 pages

SIGNATURE

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

          EXECUTED as a sealed instrument this 4th day of May, 2010.

 

 

 

 

CYRUS CAPITAL PARTNERS, L.P.

 

By: Cyrus Capital Partners GP, L.L.C., its general partner

 

 

 

 

By:

/s/ Stephen C. Freidheim

 

Name:  Stephen C. Freidheim

 

Title:    Managing Member

 

 

 

 

CYRUS CAPITAL PARTNERS GP, L.L.C.

 

 

 

 

By:

/s/ Stephen C. Freidheim

 

Name:  Stephen C. Freidheim

 

Title:    Managing Member

 

 

 

 

/s/ Stephen C. Freidheim

 

Stephen C. Freidheim, an individual

 

 

 

 

CRESCENT 1, L.P.

 

By: Cyrus Capital Advisors, L.L.C., its general partner

 

 

 

 

By:

/s/ Stephen C. Freidheim

 

Name:  Stephen C. Freidheim

 

Title:    Managing Member

 

 

 

 

CYRUS CAPITAL ADVISORS, L.L.C.

 

 

 

 

By:

/s/ Stephen C. Freidheim

 

Name:  Stephen C. Freidheim

 

Title:    Managing Member




 

 

 


CUSIP No. 500233101

13D


Page 12 of 14 pages


 

 

 

 

CYRUS OPPORTUNITIES MASTER FUND II, LTD.

 

 

 

 

By:

/s/ Stephen C. Freidheim

 

Name:  Stephen C. Freidheim

 

Title:    Authorized signatory

 

 

 

 

CRS FUND, LTD.

 

 

 

 

By:

/s/ Stephen C. Freidheim

 

Name:  Stephen C. Freidheim

 

Title:    Authorized signatory

 

 

 

CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.

 

 

 

 

By:

/s/ Stephen C. Freidheim

 

Name:  Stephen C. Freidheim

 

Title:    Authorized signatory




 

 

 


CUSIP No. 500233101

13D


Page 13 of 14 pages

Exhibit 2(a)

(CYRUS LOGO)

May 4, 2010

 

Mr. Christopher Lacovara

Chairman and Vice President

Kohlberg Capital Corporation

295 Madison Avenue - 6th Floor

New York, NY 10017

Dear Chris:

          We are writing to follow up on the proposal we sent to Kohlberg Capital Corporation (the “Company”) on April 20, 2010. As we are sure you will recall from our conversation the week of April 12th, you had requested that we provide details about our proposed capital investment into the Company as outlined in our 13D filing dated March 26th. In our proposal, we requested that you reply no later than the close of business on Friday, April 23rd given the urgency of the Company’s financial condition. Having received no response from you, we followed up by telephone on April 26th and by email (through the Company’s web site to contact the Board of Directors) on April 27th. We only received an acknowledgment by you of receipt of our proposal as of April 29th via an email. In our response email of April 29th, we suggested to you that we have a call to discuss our proposal as soon as possible given the Company’s financial position. To date, we have not heard back from you. We believe that Cyrus has made every effort to be responsive to your request for details about our proposed capital infusion into the Company.

          As of today, the Company has not filed its required SEC reports or reported earnings for the last two fiscal quarters and, to our knowledge, continues to be in default under its credit facility. This lack of transparency as to the financial condition of the Company, the possible related questions regarding the valuation of the Company’s assets, the uncertainty of its relationship with its existing lenders and the impending threat of delisting are deeply troubling to us and, we are sure, other shareholders. In the face of these challenges, to not respond to our proposal compounds our concern.

          As we have stated previously, we believe that a resolution of the Company’s default under its credit facility must be achieved and achieved soon. There are attractive investment opportunities in the market which the Company has missed and continues to miss. Further, shareholder value is eroding, as evidenced by the fact that the Company’s peer comparables are trading above book value while the Company continues to trade well below book value. We believe, that among other changes, an infusion of new capital is key to resolving the Company’s issues with its creditors and to positioning the Company to grow assets rather than further depleting shareholder value. Cyrus has proposed such a comprehensive and detailed solution yet you have made no reasonable effort to even respond.



 

 

 


CUSIP No. 500233101

13D


Page 14 of 14 pages

          Please be advised that our proposal sent to you on April 20, 2010 remains open, subject to the terms and conditions stated therein. We firmly believe that time is of the essence if this Company is to successfully reposition itself to benefit from the current market opportunities. Therefore, we strongly encourage you to immediately contact us and to commence substantive discussions regarding our proposal.

 

 

 

Sincerely,

 

 /s/ Eric Green

 

Eric Green

 

Managing Director