SEC Company Response from Sixth Street Lending Partners (CIK 0001925309) — Oct 1, 2025
Sixth Street Lending Partners (CIK 0001925309)
Date: Oct. 1, 2025 · CIK: 0001925309 · Accession: 0001193125-25-225929
AI Filing Summary & Sentiment
File numbers found in text: 333-289915
Letter
VIA EDGAR Division of Investment Management Washington, D.C. 20549 Attn: Kim McManus Re: Sixth Street Lending Partners Form N-14, File No. 333-289915
Dear Ms. McManus:
On behalf of Sixth Street Lending Partners (the “Company”), we are providing the following responses to comments received via telephone from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on September 23, 2025, relating to the Company’s Registration Statement on Form N-14 filed with the Commission on August 28, 2025 (the “Registration Statement”). Please note that all page numbers in our responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.
Legal Comments
1. We reviewed the supplemental letter submitted August 28, 2025. Please revise the letter from the issuer to comply with CF Securities Act Form C&DI 125.13. Specifically, sub-part 2(ii) should eliminate “unless an exemption from registration is otherwise available.”
Response: In light of the Staff’s comment, the Company has revised the letter accordingly.
2. With respect to Certain Material U.S. Federal Income Tax Considerations on page 38, please revise to state if this tax discussion is based on an opinion of counsel (to be filed with consent to such reference). See Securities Act Rule 436.
Response: In light of the Staff’s comment, the Company has revised the disclosure accordingly.
3. With respect to Incorporation by Reference on page 71, please remove the parenthetical regarding the exclusion of the audited financial statements. Form N-14 requires audited financial statements.
Response: In light of the Staff’s comment, the Company has revised the disclosure accordingly.
* * * * *
NEW YORK BEIJING BOSTON HONG KONG HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO TOKYO
Securities and Exchange Commission
October 1, 2025
Please do not hesitate to call Rajib Chanda at (202) 636-5543, Jonathan Pacheco at (202) 636-5876 or me at (202) 636-5592 with any questions you may have regarding this filing or if you wish to discuss the above responses.
Very truly yours,
/s/ Steven Grigoriou
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CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 900 G STREET, NW WASHINGTON, D.C. 20001 TELEPHONE: +1-202-636-5500 FACSIMILE: +1-202-636-5502 Direct Dial Number (202) 636-5592 E-mail Address steven.grigoriou@stblaw.com October 1, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attn: Kim McManus Re: Sixth Street Lending Partners Form N-14, File No. 333-289915 Dear Ms. McManus: On behalf of Sixth Street Lending Partners (the “Company”), we are providing the following responses to comments received via telephone from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on September 23, 2025, relating to the Company’s Registration Statement on Form N-14 filed with the Commission on August 28, 2025 (the “Registration Statement”). Please note that all page numbers in our responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement. Legal Comments 1. We reviewed the supplemental letter submitted August 28, 2025. Please revise the letter from the issuer to comply with CF Securities Act Form C&DI 125.13. Specifically, sub-part 2(ii) should eliminate “unless an exemption from registration is otherwise available.” Response: In light of the Staff’s comment, the Company has revised the letter accordingly. 2. With respect to Certain Material U.S. Federal Income Tax Considerations on page 38, please revise to state if this tax discussion is based on an opinion of counsel (to be filed with consent to such reference). See Securities Act Rule 436. Response: In light of the Staff’s comment, the Company has revised the disclosure accordingly. 3. With respect to Incorporation by Reference on page 71, please remove the parenthetical regarding the exclusion of the audited financial statements. Form N-14 requires audited financial statements. Response: In light of the Staff’s comment, the Company has revised the disclosure accordingly. * * * * * NEW YORK BEIJING BOSTON HONG KONG HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO TOKYO Securities and Exchange Commission October 1, 2025 Please do not hesitate to call Rajib Chanda at (202) 636-5543, Jonathan Pacheco at (202) 636-5876 or me at (202) 636-5592 with any questions you may have regarding this filing or if you wish to discuss the above responses. Very truly yours, /s/ Steven Grigoriou Steven Grigoriou cc: Rajib Chanda, Simpson Thacher & Bartlett LLP Jonathan Pacheco, Simpson Thacher & Bartlett LLP 2