Correspondence 0001213900-25-036077 from Flat Rock Core Income Fund (CIK 0001814390)
Flat Rock Core Income Fund (CIK 0001814390)
Date: April 28, 2025 · CIK: 0001814390 · Accession: 0001213900-25-036077
AI Filing Summary & Sentiment
File numbers found in text: 333-240039, 811-23579
Letter
U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Flat Rock Core Income Fund, Registration Statement on Form N-2 (File Nos. 333-240039 and 811-23579)
Dear Ms. Ezra:
On February 28, 2025, Flat Rock Core Income Fund (the “Fund” or the “Registrant”) filed Post-Effective Amendment No. 9 to its Registration Statement on Form N-2 pursuant to Rule 486(a) under the Securities Act of 1933, as amended. The Registrant has revised the disclosure in its prospectus and statement of additional information in response to oral comments provided by you on April 11, 2025. Please find below a reiteration of your comments and the Fund’s responses, which the Fund has authorized Eversheds Sutherland (US) LLP to make on its behalf. Capitalized terms not defined herein have the meaning ascribed to them in the prospectus and statement of additional information.
Prospectus Summary
Comment 1. Referring to paragraph 3 in the section “Investment Objective and Policies,” please confirm that the disclosure refers to registered investment companies. If it does not, please clarify what types of investment companies are being referred to.
Response. The Registrant has revised this disclosure to clarify that the disclosure refers to registered investment companies.
Comment 2. Under “Summary of Risks,” “competition risk” is listed as a risk. Please clarify whether competition risk is also a principal risk. If so, please add competition risk to the “Risk Factors” section.
Response. The Registrant notes that the existing risk factor “Availability of Investment Opportunities; Competition” is meant to cover “Competition Risk” and the Registrant has updated the name of the risk factor for consistency.
Comment 3. Under “Summary of Risks,” “covenant-lite loans risk” is listed as a risk. Please clarify whether covenant-lite loans risk is also a principal risk. If so, please add covenant-lite loans risk to the “Risk Factors” section.
Response. The Registrant notes that the existing risk factor “Covenant-Lite Obligations Risk” is meant to cover “Covenant-Lite Loans Risk” and the Registrant has updated the name of the risk factor for consistency.
Comment 4. Under “Summary of Risks,” “subordinate claims risk” is listed as a risk. Please clarify whether subordinate claims risk is also a principal risk. If so, please add subordinate claims risk to the “Risk Factors” section.
Response. The Registrant notes that the existing risk factor “Lender Liability and Equitable Subordination Risk” is meant to cover “Subordinate Claims Risk” and the Registrant has updated the name of the risk factor for consistency.
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Kalkidan Ezra
April 28, 2025
Page 2
Fund Expenses
Comment 5. Please provide a completed fee table and expense example for our review. Additionally, please update the heading of this section to state “Fees and Fund Expenses.”
Response. The Registrant has provided a completed fee table and expense example supplementally to the Staff and has updated the heading of the referenced section as requested.
***
Should you have any questions concerning this response, please contact me at (202) 383-0262.
Sincerely,
/s/ Owen J. Pinkerton
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Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
D: +1 202.383.0262
F: +1 202.637.3593
owenpinkerton@
eversheds-sutherland.com
April 28, 2025
Kalkidan Ezra
Law Clerk
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Flat Rock Core Income Fund, Registration Statement on Form N-2 (File Nos. 333-240039 and 811-23579)
Dear Ms. Ezra:
On February 28, 2025, Flat Rock Core Income Fund
(the “Fund” or the “Registrant”) filed Post-Effective Amendment No. 9 to its Registration Statement on Form N-2
pursuant to Rule 486(a) under the Securities Act of 1933, as amended. The Registrant has revised the disclosure in its prospectus and
statement of additional information in response to oral comments provided by you on April 11, 2025. Please find below a reiteration of
your comments and the Fund’s responses, which the Fund has authorized Eversheds Sutherland (US) LLP to make on its behalf. Capitalized
terms not defined herein have the meaning ascribed to them in the prospectus and statement of additional information.
Prospectus Summary
Comment 1. Referring to paragraph 3 in the section
“Investment Objective and Policies,” please confirm that the disclosure refers to registered investment companies. If it
does not, please clarify what types of investment companies are being referred to.
Response. The Registrant has revised this disclosure to clarify that the disclosure refers to registered investment
companies.
Comment 2. Under “Summary of Risks,” “competition
risk” is listed as a risk. Please clarify whether competition risk is also a principal risk. If so, please add competition risk
to the “Risk Factors” section.
Response. The Registrant notes that the existing risk factor “Availability of Investment Opportunities; Competition”
is meant to cover “Competition Risk” and the Registrant has updated the name of the risk factor for consistency.
Comment 3. Under “Summary of Risks,” “covenant-lite
loans risk” is listed as a risk. Please clarify whether covenant-lite loans risk is also a principal risk. If so, please add covenant-lite
loans risk to the “Risk Factors” section.
Response. The Registrant notes that the existing risk factor “Covenant-Lite Obligations Risk” is meant
to cover “Covenant-Lite Loans Risk” and the Registrant has updated the name of the risk factor for consistency.
Comment 4. Under “Summary of Risks,” “subordinate
claims risk” is listed as a risk. Please clarify whether subordinate claims risk is also a principal risk. If so, please add subordinate
claims risk to the “Risk Factors” section.
Response. The Registrant notes that the existing risk factor “Lender Liability and Equitable Subordination
Risk” is meant to cover “Subordinate Claims Risk” and the Registrant has updated the name of the risk factor for consistency.
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Kalkidan Ezra
April 28, 2025
Page 2
Fund Expenses
Comment 5. Please provide a completed fee table and
expense example for our review. Additionally, please update the heading of this section to state “Fees and Fund Expenses.”
Response. The Registrant has provided a completed fee table and expense example supplementally to the Staff and
has updated the heading of the referenced section as requested.
***
Should you have
any questions concerning this response, please contact me at (202) 383-0262.
Sincerely,
/s/ Owen J. Pinkerton
Owen J. Pinkerton
cc: Krisztina Nadasdy, Eversheds Sutherland (US)
LLP