Correspondence 0001999371-24-004796 from CNL Strategic Capital, LLC (CIK 0001684682)
CNL Strategic Capital, LLC (CIK 0001684682)
Date: April 15, 2024 · CIK: 0001684682 · Accession: 0001999371-24-004796
AI Filing Summary & Sentiment
File numbers found in text: 333-277103
Referenced dates: April 11, 2024, April 11, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Registration Statement on Form S-1 Correspondence Filed March 29, 2024 File No. 333-277103 Responses to Staff comment made by letter dated April 11, 2024
Dear Mr. Stickel and Ms. Block:
On behalf of our client, CNL Strategic Capital, LLC (the “Company”), set forth below is the response of the Company to the comment made by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated April 11, 2024 (the “Comment Letter”) in connection with the Company’s Registration Statement on Form S-1 (File No. 333-277103) (the “Registration Statement”), which was filed on February 15, 2024, and the correspondence of the Company filed on March 29, 2024. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the prospectus.
The Company will amend the Registration Statement at a later date to reflect the proposed changes noted herein.
Correspondence filed March 29, 2024
Prospectus Summary
Will there be a liquidity event for shareholders, page 13
1. We note your response to prior comment 1. Please disclose the possibility that a liquidity event can occur shortly after the offering. In that regard, please also add some clarifying language to indicate that the liquidity event can occur at anytime, on or before November 1, 2027.
In response to the Staff's comment, the Company proposes to revise the disclosure under the section captioned “Prospectus Summary—Q: Will there be a liquidity event for shareholders?” on page 13 of the prospectus and the related disclosure on pages 19, 156 and 175 of the prospectus as set forth below:
CLIFFORD CHANCE US LLP
Mr. John Stickel, Esq.
Ms. Susan Block, Esq.
United States Securities and Exchange Commission
April 15, 2024
Page 2
“Our board of directors intends to contemplate a liquidity event for our shareholders on or before November 1, 2027 (which is within six years from the date we terminated our initial public offering); however, our board of directors is under no obligation to pursue or complete any particular liquidity event during this timeframe or otherwise. A liquidity event could happen at any time, either before the completion of this offering or any time thereafter.”
Should the Staff have any additional questions or comments regarding any of the foregoing, please do not hesitate to contact the undersigned at (212) 878-8324.
Sincerely,
/s/ Jason D. Myers
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CORRESP 1 filename1.htm CLIFFORD CHANCE US LLP April 15, 2024 VIA EDGAR Mr. John Stickel, Esq. Ms. Susan Block, Esq. United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-0404 Re: CNL Strategic Capital, LLC Registration Statement on Form S-1 Correspondence Filed March 29, 2024 File No. 333-277103 Responses to Staff comment made by letter dated April 11, 2024 Dear Mr. Stickel and Ms. Block: On behalf of our client, CNL Strategic Capital, LLC (the “Company”), set forth below is the response of the Company to the comment made by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated April 11, 2024 (the “Comment Letter”) in connection with the Company’s Registration Statement on Form S-1 (File No. 333-277103) (the “Registration Statement”), which was filed on February 15, 2024, and the correspondence of the Company filed on March 29, 2024. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the prospectus. The Company will amend the Registration Statement at a later date to reflect the proposed changes noted herein. Correspondence filed March 29, 2024 Prospectus Summary Will there be a liquidity event for shareholders, page 13 1. We note your response to prior comment 1. Please disclose the possibility that a liquidity event can occur shortly after the offering. In that regard, please also add some clarifying language to indicate that the liquidity event can occur at anytime, on or before November 1, 2027. In response to the Staff's comment, the Company proposes to revise the disclosure under the section captioned “Prospectus Summary—Q: Will there be a liquidity event for shareholders?” on page 13 of the prospectus and the related disclosure on pages 19, 156 and 175 of the prospectus as set forth below: CLIFFORD CHANCE US LLP Mr. John Stickel, Esq. Ms. Susan Block, Esq. United States Securities and Exchange Commission April 15, 2024 Page 2 “Our board of directors intends to contemplate a liquidity event for our shareholders on or before November 1, 2027 (which is within six years from the date we terminated our initial public offering); however, our board of directors is under no obligation to pursue or complete any particular liquidity event during this timeframe or otherwise. A liquidity event could happen at any time, either before the completion of this offering or any time thereafter.” Should the Staff have any additional questions or comments regarding any of the foregoing, please do not hesitate to contact the undersigned at (212) 878-8324. Sincerely, /s/ Jason D. Myers Jason D. Myers cc: CNL Strategic Capital, LLC Chirag J. Bhavsar Tracey Bracco Bradley Yochum Clifford Chance US LLP Jay L. Bernstein Tae Ho Cho