| Item 1. | |
| (a) | Name of issuer:
Willow Tree Capital Corporation |
| (b) | Address of issuer's principal executive offices:
450 Park Avenue, 29th Floor, New York, New York 10022 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed on behalf of the following persons (collectively, the "Reporting Persons"):
(i) Liberty Mutual Holding Company Inc.
(ii) Liberty Mutual Insurance Company
(iii) Peerless Insurance Company
(iv) The Ohio Casualty Insurance Company
(v) Safeco Insurance Company of America
The Reporting Persons have entered into a Joint Filing Agreement, dated November 15, 2024, a copy of which is attached to this Schedule 13G as Exhibit A, pursuant to which such Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each Reporting Person is:
175 Berkeley Street, Boston, MA 02116 |
| (c) | Citizenship:
(i) Liberty Mutual Holding Company Inc. - Massachusetts; (ii) Liberty Mutual Insurance Company - Massachusetts; (iii) Peerless Insurance Company - New Hampshire; (iv) The Ohio Casualty Insurance Company - New Hampshire; (v) Safeco Insurance Company of America - New Hampshire |
| (d) | Title of class of securities:
Common Stock, par value $0.01 ("Common Stock") |
| (e) | CUSIP No.:
000000000 |
| Item 3. | If this statement is filed pursuant to §§ 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) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) |  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations 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 § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. |
| (b) | Percent of class:
See the responses to Item 11 of the attached cover pages. The percentages reported in Item 11 are based on 20,401,739 shares of Common Stock outstanding as of July 2, 2025, following a capital call completed by the Issuer on July 2, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages.
|
| | (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages.
The shares of Common Stock reported herein are held directly by Willow Tree Capital Rated Notes Feeder LLC ("Willow Tree Feeder") and represent the pro rata portion of shares of Common Stock held by Willow Tree Feeder that the Reporting Persons may be deemed to beneficially own pursuant to the Note Purchase Agreement (the "Note Purchase Agreement"), dated April 11, 2024, entered into by Liberty Mutual Insurance Company, Peerless Insurance Company, Safeco Insurance Company of America and The Ohio Casualty Insurance Company (collectively, the "Subsidiaries") and Willow Tree Feeder, granting the Subsidiaries certain pro rata rights with respect to the shares of Common Stock held by Willow Tree Feeder.
Pursuant to the rights granted in the Note Purchase Agreement, the Subsidiaries may be deemed to have beneficial ownership over their respective pro rata shares of Common Stock held by Willow Tree Feeder as follows: (i) 1,289,078 shares of Common Stock by Liberty Mutual Insurance Company; (ii) 966,676 shares of Common Stock by Peerless Insurance Company; (iii) 483,602 shares of Common Stock by Safeco Insurance Company of America; and (iv) 483,602 shares of Common Stock by The Ohio Casualty Insurance Company.
Liberty Mutual Holding Company Inc. ("LMHC") may be deemed to have beneficial ownership over the Subsidiaries' aggregate pro rata share of shares of Common Stock held directly by Willow Tree Feeder because each of the Subsidiaries is an indirect wholly-owned subsidiary of LMHC. LMHC disclaims beneficial ownership of these securities.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 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. |
| |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The identification and classification of each Reporting Person is set forth in the responses to Item 12 of the attached cover pages. |
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|