Correspondence 0001193125-24-275632 from AMG Comvest Senior Lending Fund (CIK 0001987221)
AMG Comvest Senior Lending Fund (CIK 0001987221)
Date: Dec. 11, 2024 · CIK: 0001987221 · Accession: 0001193125-24-275632
AI Filing Summary & Sentiment
File numbers found in text: 333-282845
Letter
Division of Investment Management Securities and Exchange Commission Washington, D.C. 20549-0504 Re: AMG Comvest Senior Lending Fund (the “Fund”) Registration Statement on Form N-2 File No. 333-282845
Dear Mr. Orlic:
We are writing in response to comments provided via telephonic discussions on November 26, 2024, relating to the first pre-effective amendment to the Fund’s registration statement on Form N-2 as filed with the Securities and Exchange Commission (“SEC”) on November 22, 2024 (as amended, the “Registration Statement”). The Fund has considered these comments and has authorized us to make the responses discussed below on its behalf. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Registration Statement unless otherwise indicated.
On behalf of the Fund, set forth below are the SEC Staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.
Accounting Comments
Senior Securities
Comment 1. Please revise the Senior Securities table on page 85 of the Registration Statement to disclose the Total Amount Outstanding (in thousands) for the Credit Facility as of September 30, 2024, as $46,000.
Response 1. The Fund respectfully acknowledges the Staff’s comment and undertakes to revise the Senior Securities table in a prospectus filed pursuant to Rule 424(b)(3) under the Securities Act (the “Prospectus”) accordingly.
David L. Orlic
December 11, 2024
Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Comment 2. The Staff notes that disclosure in the first paragraph under the “Borrowings” subheading on page 70 of the Registration Statement inaccurately describes the asset coverage ratio. Please revise as follows:
“As of September 30, 2024, we had $67,897 par value of outstanding borrowings and our asset coverage ratio of total assets to total borrowings was 248%, compliant with the minimum asset coverage level of 150% generally required by a BDC by the 1940 Act.”
Response 2. The Fund respectfully acknowledges the Staff’s comment and undertakes to revise the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Prospectus, and any future periodic reports filed pursuant to the Exchange Act, accordingly.
* * *
If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212) 698-3525.
Sincerely,
/s/ Richard Horowitz
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CORRESP 1 filename1.htm CORRESP Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com RICHARD HOROWITZ Richard.Horowitz@dechert.com +1 212 698 3525 Direct +1 212 698 0452 Fax December 11, 2024 David L. Orlic Senior Counsel Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0504 Re: AMG Comvest Senior Lending Fund (the “Fund”) Registration Statement on Form N-2 File No. 333-282845 Dear Mr. Orlic: We are writing in response to comments provided via telephonic discussions on November 26, 2024, relating to the first pre-effective amendment to the Fund’s registration statement on Form N-2 as filed with the Securities and Exchange Commission (“SEC”) on November 22, 2024 (as amended, the “Registration Statement”). The Fund has considered these comments and has authorized us to make the responses discussed below on its behalf. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Registration Statement unless otherwise indicated. On behalf of the Fund, set forth below are the SEC Staff’s comments along with our responses to or any supplemental explanations of such comments, as requested. Accounting Comments Senior Securities Comment 1. Please revise the Senior Securities table on page 85 of the Registration Statement to disclose the Total Amount Outstanding (in thousands) for the Credit Facility as of September 30, 2024, as $46,000. Response 1. The Fund respectfully acknowledges the Staff’s comment and undertakes to revise the Senior Securities table in a prospectus filed pursuant to Rule 424(b)(3) under the Securities Act (the “Prospectus”) accordingly. David L. Orlic December 11, 2024 Page 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Comment 2. The Staff notes that disclosure in the first paragraph under the “Borrowings” subheading on page 70 of the Registration Statement inaccurately describes the asset coverage ratio. Please revise as follows: “As of September 30, 2024, we had $67,897 par value of outstanding borrowings and our asset coverage ratio of total assets to total borrowings was 248%, compliant with the minimum asset coverage level of 150% generally required by a BDC by the 1940 Act.” Response 2. The Fund respectfully acknowledges the Staff’s comment and undertakes to revise the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Prospectus, and any future periodic reports filed pursuant to the Exchange Act, accordingly. * * * If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212) 698-3525. Sincerely, /s/ Richard Horowitz Richard Horowitz cc: Michael Altschuler, Esq., AMG Comvest Senior Lending Fund Christina Fettig, Senior Staff Accountant