SecProbe.io

CORRESP
1
filename1.htm

    1095 Avenue of the Americas

    New York, NY 10036-6797

    +1 212 698 3500 Main

    +1 212 698 3599 Fax

    www.dechert.com

WILLIAM J. BIELEFELD

    william.bielefeld@dechert.com

    +1 202 261 3386 Direct

    +1 202 261 3333 Fax

January 10, 2024

Asen Parachkevov

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549-0504

 Re: Antares Strategic Credit Fund

File No: 000-56613

Dear Mr. Parachkevov:

We are writing in response
to comments provided on December 21, 2023 with respect to the registration statement on Form 10 filed with the Securities and
Exchange Commission (the “SEC”) on November 21, 2023 (the “Registration Statement”) on behalf of Antares
Strategic Credit Fund (the “Fund”), a closed-end management investment company that intends to elect to be treated as a business
development company (“BDC”). Changes to the Registration Statement noted below will be reflected in a subsequent submission
of the Registration Statement. The Fund has considered your comments and has authorized us, on its behalf, to make the responses discussed
below. Capitalized terms have the meanings attributed to such terms in the Registration Statement.

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.

General

Comment 1.     Please
confirm that no preferred shares or debt will be offered during the first 12 months of operations.

Response
1.     The Fund hereby confirms that it will not issue preferred shares in the first 12 months
of operations. The Fund may issue debt within the first 12 months of operations, including in the form of secured borrowings at the Fund
level or at a subsidiary level or in the form of unsecured borrowings.

Comment 2.     In
 “The Fund is Subject to Risks Relating to Public and Other Disclosure Obligations” Risk Factor on page 42, disclosure
indicates that the Fund may have subsidiaries. Please provide the disclosures requested below regarding such subsidiaries.

Please note that “subsidiary,”
when used in the comments below, refers to an entity (regardless of whether or not the Company set up the entity) that (1) is primarily
controlled (as defined below) by the Fund; and (2) primarily engages in investment activities in securities or other assets.

With regard to any subsidiary of
the Fund, please disclose that:

 a. The Fund will comply with the provisions of the Act governing capital structure and leverage (Section 61)
on an aggregate basis with the subsidiary so that the Fund treats the subsidiary’s debt as its own.

 b. Any investment adviser to the subsidiary complies with provisions of the Act relating to investment
advisory contracts (Section 15) as if it were an investment adviser to the Fund under Section 2(a)(20) of the Act. Any investment
advisory agreement between the subsidiary and its investment adviser is a material contract that should be included as an exhibit to the
registration statement. If the same person is the adviser to both the Fund and the subsidiary, then, for purposes of complying with Section 15(c),
the reviews of the Fund’s and the subsidiary’s investment advisory agreements may be combined.

 c. The subsidiary complies with provisions relating to affiliated transactions and custody (Section 57).
Also, please identify the custodian of the subsidiary.

 d. The subsidiary’s principal investment strategies or principal risks that constitute principal
investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a Fund that invests
in a subsidiary should reflect aggregate operations of the Fund and the subsidiary.

 e. If the Fund will only invest through wholly-owned Subsidiaries, the Fund does not, or does not intend
to, create or acquire primary control of any entity which engages in investment activities in securities or other assets, other than entities
wholly-owned by the Fund. “Primarily controlled” means (1) the Fund controls the unregistered entity within the meaning
of Section 2(a)(9) of the Act , and (2) the Fund’s control of the unregistered entity is greater than that of any
other person.

 f. Please also confirm in correspondence that: (1) the subsidiary’s management fee (including
any performance fee) will be included in “Management Fees” and the subsidiary’s expenses will be included in “Other
Expenses” in the Fund’s fee table requested below; (2) the subsidiary, if organized and operating outside the United
States, and its board of directors will agree to designate an agent for service of process in the United States; and (3) the subsidiary
and its board of directors will agree to inspection by the staff of the subsidiary’s books and records, which will be maintained
in accordance with Section 31 of the Act and the rules thereunder (4) whether the financial statements of the Subsidiary
will be consolidated with those of the fund. If not, please explain why not?

Response 2.

 a. The disclosure will be revised accordingly in an amendment to the Registration Statement.

 b. The Fund respectfully submits that the investment advisory agreement covers both the Fund and its subsidiaries.

 c. The disclosure will be revised accordingly in an amendment to the Registration Statement.

 d. The disclosure will be revised accordingly in an amendment to the Registration Statement.

 e. The Fund respectfully submits that it does not intend to invest solely through wholly-owned subsidiaries.

 f. The Fund does not expect there to be a separate investment advisory agreement with the subsidiaries, management
fees charged at the subsidiary level, or a board at the subsidiary level.

Comment 3.     Please
clarify whether the Fund will invest in hedge funds and/or private equity funds that rely on Section 3(c)(1) or Section 3(c)(7) of
the Act. To the extent that the Fund will invest in such entities, please disclose in an appropriate location that such investments will
not exceed 15% of the Fund’s net assets. If the Fund intends to invest more than 15% of its net assets in such entities, please
revise the disclosure to indicate that the minimum initial investment will be at least $25,000.

Response
3.     The Fund does not intend to invest in hedge funds and/or private equity funds that rely
on Section 3(c)(1) or Section 3(c)(7) of the Act and respectfully does not believe the disclosure indicates it will.

Explanatory Note

Comment 4.     Please
add bold bullet points explaining that:

 • The Fund intends to invest primarily in the securities of privately-held companies for which very little
public information exists. Such companies are also generally more vulnerable to economic downturns and may experience substantial variations
in operating results.

 • The Fund will elect to be regulated as a BDC under the Investment Company Act of 1940 (the “Act”),
which imposes restrictions on the activities of the Fund, including restrictions on leverage and on the nature of its investments.

Response
4.     The disclosure will be revised accordingly in an amendment to the Registration Statement.

Comment 5.     In
the fourth bullet point paragraph on page 4, please:

 a. disclose that the Fund may pay distributions in significant part from sources that may not be available
in the future and that are unrelated to the Fund's performance (e.g., waiver of management and/or incentive fees).

 b. clarify that to the extent the Fund’s distributions are a return of capital, the distributions
should not be considered the dividend yield or total return of an investment in the Common Shares.

 c. that the amount treated as a tax-free return of capital will reduce a shareholder’s adjusted
tax basis in its shares, thereby increasing the shareholder’s potential taxable gain or reducing the potential taxable loss on the
sale of the Common Shares.

Response
5.     The Fund respectfully submits that the relevant disclosure is included under the risk factor
captioned “The Fund is Subject to Risks Relating to Distributions.” The disclosure will be revised in an amendment to the
Registration Statement to include cross-references to this risk factor in the applicable spots.

Item 1. Business.

Comment 6.     In
the first paragraph on page 6, the disclosure states that the Fund intends to sell Common Shares on a continuous basis at a price
 “generally” equal to the Fund’s net asset value (“NAV”). Please explain supplementally the qualification
and confirm that the Fund will comply with Section 23(b) of the Act.

Response
6.     The Fund supplementally confirms that it with comply with Section 23(b) of the
Act. Pursuant to Section 23(b), the Fund may issue shares below NAV under certain enumerated circumstances. The Fund could also
sell shares at a price above NAV and comply with Section 23(b), although it does not currently intend to do so. As such, the Fund
respectfully submits that the modifier ‘generally’ tracks the requirements and contours of Section 23(b).

Comment 7.     The
disclosure in the sixth paragraph states that under normal circumstances, the Fund will invest at least 80% of its total assets (net assets
plus borrowings for investment purposes) in “private credit investments”. Elsewhere in the section, the disclosure states
that the Fund’s investment strategy focuses on Portfolio Loans to U.S. borrowers. Please clarify whether the terms “private
credit investments” and “Portfolio Loans” reference the same category of investments and amend the disclosure accordingly.

Response
7.     The disclosure will be revised accordingly in an amendment to the Registration Statement.
The Fund respectfully submits that Portfolio Loans are a subset of private credit investments, but as noted in the disclosure, broadly
syndicated loans and corporate bonds are part of the Fund’s investment strategy as well.

Comment 8.     Please
include disclosure in this section that discloses that the Fund intends to lend to PE sponsor-backed middle-market companies and clarify
the relationship of Antares Parties to such portfolio companies.

Response
8.     The disclosure will be revised accordingly under the “Market Opportunity” section
in an amendment to the Registration Statement.

Comment 9.     Please
define “covenant-lite loans.” We note that “cov lite loans” is used in the Risk Factors. Please use a consistent
definition.

Response
9.     The disclosure will be revised accordingly in an amendment to the Registration Statement.

Comment 10.  Disclose
if the Fund intends to invest in non-performing, defaulted or partially defaulted loans. If applicable, please disclose the corresponding
risks associated with such investments.

Response
10.   The disclosure will be revised accordingly in an amendment to the Registration Statement.
In addition, the Fund respectfully submits that the disclosure currently covers the risks associated with investments in non-performing,
defaulted or partially defaulted loans. As noted in the risk factor “The Composition and Characteristics of the Portfolio Loans
will Change over Time,” the characteristics of the Portfolio Loans will change over time for a number of reasons, including “extensions,
waivers, modifications, restructuring, work-outs, delinquencies and defaults on Portfolio Loans.” Further, under the risk factor
 “Non-Investment Grade Loans to Middle Market Companies Involve Particular Risks,” the Fund discloses that the Portfolio Loans
may experience defaults for a variety of reasons and discusses the costs and time delays associated with addressing the default and the
characteristics of income or impairment to principal that may occur in such situations. In addition, the risk factors titled “The
Fund is Subject to Collateral Risk” and “Liens Arising by Operation of Law may Take Priority over the Fund’s Liens on
an Obligor’s Underlying Collateral and Impair the Fund’s Recovery on a Portfolio Loan in the Event of a Default or Foreclosure
on that Portfolio Loan” outline certain key risks associated with having a subordinated claim.

Overview of the Advisers and Antares

Comment 11.     In
footnote one, please disclose the Adviser’s regulatory assets under management under Item 5.F of Form ADV, as reported by the
Adviser on its current Form ADV.

Response
11.     The Fund respectfully submits that such disclosure is not required pursuant to the form.
The registration statement discloses that the Adviser is newly-formed entity that is a wholly-owned subsidiary of Antares Capital LP and
functions as part of the broader Antares enterprise. As such, we respectfully submit that information about the broader Antares platform
is more relevant to investors.

Market Opportunity

Comment 12.     We
note that the disclosure in the section briefly refers to unitranche debt. To the extent that holding unitranche debt will be a principal
part of the Fund’s strategy, please define unitranche debt and include a cross reference refer to the related risks factors.

Response
12.     The disclosure will be revised accordingly in an amendment to the Registration Statement.

Investment Objective and Strategy

Comment 13.     In
the third paragraph on page 8, please describe the terms of any proposed share repurchase program. We note that the disclosure in
the Risk Factors indicates that the fund will make semi-annual repurchase offers under its share repurchase program. We may have additional
comments.

Response
13.     The disclosure will be revised accordingly in an amendment to the Registration Statement.

Comment 14.     In
the fourth paragraph on page 9, the Fund indicates that it will invest at least 80% of total assets in private credit investments.
Please discuss the expected maturity and duration of these investments. Please clearly explain the extent to which the Fund intends to
engage in origination activities and briefly describe the loan selection process. Please clarify whether the Fund intends to originate
whole loans to retain within the Fund, intends to syndicate such loans, intends to invest itself in syndicated loans, or all of the above.
Furthermore, where appropriate, please add applicable disclosure addressing:

 a. Any limits on loan origination by the Fund, including a description of any limits imposed by the Fund’s
fundamental restrictions and related interpretations including with respect to making loans;

 b. The loan selection process, including maturity and duration of individual loans and any limits on the
amount of loans the Fund may originate to issuers in the same industry;

 c. The underwriting standards for these loans; and

 d. Whether the Fund will be involved in servicing the loans, and if so, a description of its servicing
obligations.

Response 14.

The
disclosure will be revised accordingly in an amendment to the Registration Statement. In addition, as noted in the ‘Investment
Objective and Strategy’ section, the Fund notes that “We expect to invest in co-investment transactions with other Antares
funds” pending the SEC granting exemptive relief.

 a. The Fund respectfully notes that it does not have any fundamental restrictions that would relate to the
Fund’s expected loan origination activities. We respectfully note that the reference to “fundamental” restrictions seems
to be a reference to Section 8 of the 1940 Act, which does not apply to a fund that has elected to be a BDC.

 b. The disclosure will be revised accordingly under the “Investment Selection” section in an
amendment to the Registration Statement.

 c. The disclosure will be revised accordingly under the “Investment Selection” section in an
amendment to the Registration Statement.

 d. The Fund respectfully submits that it does not expect to have servicing obligations.

Comment
15.     Please state whether the 80% policy is a fundamental policy and disclose the requirements for changing
the policy.

Response
15.     The disclosure will be revised a