SecProbe.io

September 11, 2023
 Adam Klepack Senior Credit Investments, LLC 520 Madison Avenue, 12
th Floor
New York, New York 10022  Re: Senior Credit Investments, LLC.
 File No. 000-56585  Dear Mr. Klepack:   On August 11, 2023, you filed a registration statement on Form 10 for Senior Credit
Investments, LLC (the “Company”), in connec tion with the registration of the Company’s
common stock under Section 12(g) of the Secur ities Exchange Act of 1934 (the “Exchange
Act”).  We reviewed the registration statem ent, and provide our comments below.  For
convenience, we generally organi zed our comments using the headings, defined terms, and page
numbers from the registration st atement.  Where a comment is made in one location, it is
applicable to all similar disclosure appearing elsewhere in the registration statement.   Please respond to this letter within ten (10)  business days by either amending the filing,
providing the requested information, or advi sing us when you will provide the requested
information.  We may have additional comments af ter reviewing your responses to the following
comments, or any amendment to the filing.  LEGAL COMMENTS  1. We note that portions of the filing, includi ng the Company’s financial statements, are
incomplete.  We may have additional comments on su ch portions when you complete them in an
amendment, on disclosures made in respons e to this letter, on information supplied
supplementally, or on exhibits added in any amendments.      2. Please advise us whether you have submitte d, or expect to submit, any exemptive
applications or no-action requests in connection with the registrati on statement.  Please advise us
regarding the status of any pe nding applications or requests.
 Item 1. Business (Page 3)  3. The disclosure indicates that the Compa ny was formed on December 8, 2022.  Please
advise supplementally, with a view to improve the disclosure, what activities that the Company
has engaged in since its formation.

Adam Klepack
September 11, 2023 Page 2    4. The disclosure uses the term “large-cap market” to refer to the “upper middle market.”  Given the normal usage of the term “large-cap market” to refer to the larger capitalized corporations listed on national exch anges, to avoid confusion, please use a different term to refer
to the market in which you intend to invest.  The Company (page 4)
 5. Please revise your disclosure to clarify wh at you mean by “relatively more conservative
loan-to value ratios”.  It is unclear, for example,  how this ratio is calculated and what ratios you
will typically target.  In addition, please clarify whether your “direct security interest(s)” will
have priority or may be subordinate to other portf olio company obligations.
 6. The disclosure on page 4 indicates that the Co mpany intends to incur leverage as part of
its investment strategy.  In an  appropriate location, provide a table illustrating the potential
effects of leverage on the Company’ s value.  Also, to the extent know, disclose an estimate of the
amount of leverage that the Company intends to use.  7. The paragraph near the top of page 5 disc ussing the history of Section 61(a)(2) is long
and confusing.  Clearly state that the Company can use the 150% threshold for leverage.  Move
unnecessary historical background elsewhere.  8. In the third paragraph on page 5, clarify th at below-grade debt investments are commonly
referred to as “junk bonds” and are pr edominantly speculative in nature.
 Formation Transactions (page 5)
 9. Supplementally provide us with a detaile d description of how the Warehousing Entities
were formed and operated.  We may have further comment.  Investment Advisory Agreement (page 15)
 10. Please consider including a fee table in this section that conforms to the requirements of
Item 3.1 of Form N-2.  Please also consider incl uding an expense example that conforms to the
requirements of Instruction 11 to Item 3.1 of Form  N-2.  The staff believes that such disclosure
would be helpful to investors.  Incentive Fee Based on Income (page  16)
 11. Because it would be helpful to investors, please include examples demonstrating the
application of the income and capital gain ince ntive fees.  Also, please include a graphic to
illustrate the application of the income portion of the incentive fee and the soft hurdle.

Share Repurchase Program (page 21)

Adam Klepack
September 11, 2023 Page 3    12. The disclosure indicates that the Company intends to offer to repurchase shares on a
quarterly basis.  Disclose the material terms of  such repurchase offers, including any restrictions
pursuant to federal securities la ws concerning tender offers.
 Item 1A. Risk Factors (page 41)  13.  The Risk Factors section spans 39 pages,  and includes a significant amounts of repetitive
and/or generic disclosures.  In Release No. 34-89670 (Aug. 26, 2020), the Commission amended
Item 105 of Regulation S-K to, among other matters , “discourage repetition and the disclosure of
information that is not material.”   Please review and revise your Ri sk Factor disclosures to more
closely comport with Item 105 of  Regulation S-K, as amended.
   A stockholder’s interest in us w ill be diluted if we issue add itional shares, which could reduce
the overall value of an investment in us. (page 56)

14. Clarify in the caption that the stated d ilution will be to a shareholder’s ownership
percentage, as opposed to economic dilution  We borrow money, which may magnify the potential for gain or loss and may increase the risk of
investing in us. (page 63)

15. Supplementally explain the exemptive relief re ferenced in this risk factor regarding
excluding the debt of any small business inves tment company subsidiary.  Explain whether you
have submitted such an application and its status.
 Our portfolio may be concentrated in a limited num ber of industries, which may subject us to a
risk of significant loss if there is a downturn in  a particular industry in which a number of our
Investments are concentrated. (page 71)

16. To the extent the Company anticipates concen trating in particular industries, discuss in
more detail both in this risk factor as well as the strategy section.  Item 7. Certain Relationships and Related Transactions, and Director Independence (page 92)  17.  On page 93 you indicate that “[t]here are generally no ethical screens or information
barriers among the Investment Adviser and certain of its affiliates of th e type that many firms
implement to separate persons who make investment decisi ons from others who might possess
material non-public information that could influence such de cisions.  Please explain in
correspondence the business or other reasons behind the decision not to have screens or barriers
and the procedures in place to ensure regulator y compliance, including with respect to the misuse
of material non-public information.

Adam Klepack
September 11, 2023 Page 4   Item 15. Financial Statements and Exhibits (page 108)  18. Please file the finalized exhi bits once they are available.
 Accounting Comments  19. Please confirm that all wholly  owned and all substa ntially wholly owne d subsidiaries will
be consolidated with the financ ial statements of the Company.

20. On page 5, under Formation Transaction, pl ease include a special purpose schedule of
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warehoused investments that the Company expects to purchase or has purchased.
 21. On page 17, under Fee Waiver Agreement, pl ease disclose whether the management fee
and incentive fee waiver for the first one-year period following the Initial Closing is subject to recapture.

22. On page 18, under Organizational and Op erating Expenses, explain to us how
organization and offering costs w ill be accounted for, including re ferences to any applicable
sections of U.S. GAAP.

23. On page 24, under Organizational Expenses, please explain whether the organizational
expenses charged to investors making commitments after the initial closing are subject to the $1.5 million cap described on page 18.    24. On page 34, under Election to be taxed as a RIC, please explain whether the statement
“We do not expect to make investments or recognize income and do not intend to make distributions during the period prior to the initial issuance date“ is appropriate considering the purchase of warehoused portfolio.

25. On page 45, under Summary of Risk Factors,  please limit the summary to two pages in
accordance with Item 105 of Regulation S-K.

26. On page 50, in the risk “We are a rela tively new company and have no operating
history”,  please update this risk factor to re flect the purchase of the warehoused portfolio.

27. On page 84, under Item 2 Financial Informa tion, please include a s ection for Critical
Accounting Estimates pursuant to Item  303(b)(3) of Regulation S-K.

28. Please update the disclosure in the Manageme nt’s Discussion and Analysis of Financial
Condition and Results of Operations  section to reflect the purchase of the warehoused portfolio.

29. On page 86, under Leverage, please update the disclosure in the 3
rd paragraph to reflect
Rule 18f-4.

Adam Klepack
September 11, 2023 Page 5

30. On page 111, under Item 13 Financial Statemen ts and Supplementary Data, please file an
amended Form 10 filing at least 15 days prior to the Form 10's effectiveness in order to furnish
all financial statements and supplementary fi nancial information re quired by Regulation S-
;   Audited financial statements, supplemented by interim period fina ncial statements, if
required, should be dated within 135 days.
* * * * * * *

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certai n that they have provided all information investors
require for an informed decision.  Since the Co mpany and its management  are in possession of
all facts relating to Company disc losure, they are responsible for the accuracy and adequacy of
the disclosures they have made.    Should you have any questions regarding this letter, please feel fr ee to contact me at
(202) 551-3250 or Christina DiA ngelo Fettig at (202) 551-6963 with regard to accounting
comments.                 S i n c e r e l y ,                       /s/ Raymond A. Be
               Raymond A. Be               A t t o r n e y - A d v i s e r     Cc:  Frank Lopez, Paul Hastings  Michael R. Rosella, Paul Hastings
Thomas D. Peeney, Paul Hastings
 Jay Williamson, Securitie s & Exchange Commission