SecProbe.io

July 30, 2024
VIA E-mailNicole Runyan, P.C.
Pamela Poland ChenKirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Re: 5C Lending Partners Corp.
  File No. 000-56665
Dear Ms. Runyan and Ms. Chen:
On July 1, 2024, you filed a registration statement on Form 10 on behalf of 5C Lending
Partners Corp. (the “Company”). We have re viewed the registration statement and have
provided our comments below.  Where a comment is made in one location, it is applicable to all
similar disclosure appearing elsewhere in the registration statement.  All capitalized terms not
otherwise defined herein have the meaning give n to them in the registration statement.
Please respond to this letter w ithin 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.
We note that the Company is voluntarily regi stering shares of its common stock under
Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”).  Please note that a filing
on Form 10 goes effective automatically by lapse of time 60 days after the original filing date,
pursuant to Exchange Act Section 12(g)(1).  If our comments are not satisfactorily addressed
within this 60-day time period, you should consider withdrawing the Company’s Form 10 prior
to its effectiveness, and re-f iling a revised Form 10 that includes changes responsive to our
comments.  If the Company chooses not to withdraw  its Form 10 registration statement, it will be
subject to the reporting requirements of Exchange Act Section 13(a).  Additionally, we will
continue to review the filing until all of our comments have been satisfactorily addressed.

Ms. Nicole Runyan, Esq. and Ms. Pamela Chen, Esq.
July 30, 2024

  Page 2 of 8  REGISTRATION STATEMENT
Explanatory Note (pages 1-3)
1. Please supplementally explain why inclusion of the term “lending” in the Company’s
name does not refer to a type of an inve stment, which would require an 80% policy
under rule 35d-1.  We note that other BDCs w ith “lending” in their names have an 80%
policy.
2. Page 1 indicates that the Company will file an election to be regulated as a BDC as
soon as reasonably practical after filing th e registration statement.  Please disclose
when election to be regulated as a BDC will be filed.
Summary of Risk Factors (pages 7-9)
3. Disclosure in the second bullet point under the “General Risks” subheading on page 9
states that the Company does not currently  have comprehensive documentation of its
internal controls.  Please clarify that “int ernal controls” refers to financial reporting
under Section 404 of the Sarbanes-Oxley Act of 2002, or otherwise provide additional
context for this risk disclosure.
4. Please supplementally confirm that the Comp any has adopted and implemented policies
and procedures pursuant to rule 38a-1.
Item 1. Business
Company—5C Lending Partn ers Corp. (pages 10-11)
5. The first sentence of the second paragra ph on page 10 states that the Company will
primarily invest in U.S.- do miciled upper middle-market compan ies.  Please also briefly
disclose the other types of investments the Company will make.
6. The second sentence of the second paragra ph on page 10 states that the Company
generally considers upper middl e-market companies to cons ist of companies with “$50
million or greater of annual earnings…”  Please disclose the maximum amount of
EBITDA that the Company considers to encompass upper middle-market companies.
7. The second sentence of the second paragraph on page 10 references “attractive
investment characteristics” and “potential for attractive risk-adjusted returns.”  Please
disclose how the Company is defining these terms.
8. The first sentence of the fourth paragraph on page 10 states that the Company may enter
into foreign exchange derivatives.  Please disclose if the Company intends to make
foreign investments.
9. The second sentence of the fourth paragra ph on page 10 indicates that the Company
“does not generally intend” to enter into de rivative agreements for speculative purposes.
Please briefly describe the circumstances under which the Company might enter into
derivatives for speculative purposes.
Market Opportunity (page 14)

Ms. Nicole Runyan, Esq. and Ms. Pamela Chen, Esq.
July 30, 2024

  Page 3 of 8  10. The first sentence under the “Attractive Ri sk Profile in Seni or Secured Loans”
subheading references “high quality,” privat e equity sponsor backed, U.S.-domiciled
upper middle-market companies.  Please di sclose what the Company means by “high
quality” in this context.
Investment Strategy (pages 15-16)
11. Disclosure in the first paragraph under the “Investment Strategy” heading on page 15
indicates that the Company will invest in securities convertible into common stock and
warrants, among other things.  Will the Company invest in contingent  convertibles?  If
so, please update the principal strategy and risk sections accordingly to address such
instruments.
12. Disclosure on page 15 states that the Comp any will target investments ranging in size
between $20- $300 million.  Please clarify how the Company is defining this metric
(e.g., does it refer to EBITDA?)
13. Disclosure on page 15 indicates that the Company may enter into derivative
arrangements to hedge certain risks.  Please disclose the extent to which derivatives are
expected to be used.
14. Disclosure on page 16 under the “Highly Sele ctive Approach” subheading states that the
Advisor believes that upper-middle market  companies have “greater scale and
diversification.”  Please clarify in the disc losure what the Company means by “greater
scale and diversification.”
Structure of Investments (pages 16-17)
15. Disclosure under the “Opportuni stic Investments” subheadi ng on page 17 lists a variety
of additional investment  types that the Company may make.  Please ensure that the risks
associated with these opportunistic investment s are disclosed in the discussion of risks,
as appropriate.
Investment Selection (page 18)
16. Disclosure in the first paragraph under the “Inve stment Selection” heading states that the
Advisor believes that focus on “quality and capital preserva tion” are fundamental to
generating durable risk-adjusted returns.  Please disclose how the Advisor will measure “quality” in this context.
17. Disclosure in the second paragraph under the “Investment Selection” heading references
companies with shareholders and manageme nt teams that have “large financial
commitments…” Please clarify in disclosure what the Company means by “large financial commitments” in this context.
Investment Advisory Agreement; Compensation of the Advisor (pages 21-23)
18. Please consider disclosing a f ee table that conforms to the requirements of Item 3.1 of
Form N-2 adjacent to this section.  Please also consider disclosi ng an expense example
that conforms to the requirements of Instru ction 11 to Item 3.1 of Form N-2.  We believe
that such disclosure would be helpful to investors.

Ms. Nicole Runyan, Esq. and Ms. Pamela Chen, Esq.
July 30, 2024

  Page 4 of 8  19. Please provide examples demonstrati ng the operation of an incentive fee.
20. Please provide a graphical representation of the income-related portion of the incentive
fee.
Investment Advisory Agreemen t; Limitations of Liability an d Indemnification (page 23)
21. Disclosure in the second paragraph under the “Limitations of Liability and
Indemnification” subheading references Secti on 17(i) of the 1940 Act.  Please also add a
reference to Section 17(h) of the 1940 Act.
The Private Offering (pages 29-30)
22. In connection with the “Subscription Agreem ents” referenced on page 30, please explain
to us supplementally:
a. How having Subscription Agreements with  different terms would comply with
Sections 18 and 61 under the 1940 Act ( e.g., could it result in an investor having
priority over any other investor as to distribution of assets or payment of
dividends);
b. Whether different terms in any Subscrip tion Agreements could have a material,
negative effect on other Company investors;
c. Whether the terms of different Subscription Agreements will be disclosed to all
Company investors, and how they will be disclosed including the timing of such disclosure;
d. Whether the terms of these Subscription Agreements include preferential
redemption or withdrawal rights, or a bout portfolio holdings or exposures; and
e. Whether the terms of these Subscription Ag reements have a di rect or indirect
effect on the management fee attributable  to the applicable shareholders with
whom such agreements are made.
Distribution Reinvestme nt Plan (page 31)
23. Please disclose:
a. How Stockholders may obtain additi onal information about the plan;
b. The method of determining the number of sh ares that will be distributed instead
of a cash dividend;
c. If applicable, that an investor holding shar es that participate in the plan in a
brokerage account may not be  able to transfer the shares to another broker and
continue to participate in the plan; and
d. If a cash purchase plan option is availa ble, any minimum or maximum investment
required.
Regulation as a BDC; Affiliated Transactions (page 35)
24. Disclosure in the second sentence under th e “Affiliated Transactions” subheading on
page 35 states that the Company expects to  rely on co-investment exemptive relief.
Please explain supplementally when the Comp any expects to make a request for this
relief.

Ms. Nicole Runyan, Esq. and Ms. Pamela Chen, Esq.
July 30, 2024

  Page 5 of 8
Item 1A. Risk Factors
Risks Related to the Company’s Bu siness and Structure (pages 47-56)
25. Disclosure in the second paragraph unde r the heading “The Company may have
difficulty sourcing investment opportunities” on page 48 states  that it could take some
time to invest substantially all of the capital the Company expects to raise.  Please
disclose how long it is expected to take to fu lly invest net proceeds in accordance with
the Company’s investment obj ectives and policies, the reasons for any anticipated
lengthy delay in investing th e net proceeds, and the c onsequences of any delay.
Risks Related to the Advisor and its Affiliates (pages 57-64)
26. Disclosure in the fourth pa ragraph on page 58 under the “The Company’s fee structure
may create a conflict of interest due to the incentives for the Advisor to make speculative investments or use substantial leverage” subheading indicates that the
Company may invest in the securities and instruments of  private funds.  Please
supplementally explain if the Company will inve st more than 15% of its assets in hedge
funds and private equity issuers that re ly on 3(c)(1) and 3(c)(7) of the 1940 Act.
Risks Related to Business De velopment Companies (64-67)
27. Disclosure on page 66 indicates that th e Company may create a wholly-owned
subsidiary.  Please confir m supplementally that:
a. The subsidiary’s expenses will be included in the Company’s prospectus fee
table;
b. The subsidiary and its board of directors will agree to designate an agent for
service of process in the United States;
c. The subsidiary and its board of directors will agree to inspection of the
subsidiary’s books and records by the staff; and
d. The subsidiary’s board of directors will sign the Company’s registration
statement.
28. Please also revise the disclosure refe renced above on page 66 to apply the
representations to subsidiaries (as defined by the Company), and not just wholly-owned
subsidiaries.
Risks Related to the Compan y’s Investments (pages 68-81)
29. Please address the investment s listed under the “Restructurings” sub-heading on page 68
in the discussion of principal strategies if  such investments are not already described
there.
30. On page 76, the Company states that while it is not “targeting” any specific industries,
the Company’s investments ma y be “focused on relativel y few industries.”  Please
clarify what it means that the Company will not “target” any specific industries but may
“focus” on relatively few industries,  and disclose those industries.
31. Please update the discussion of Brexit on page 81 if it has become outdated.

Ms. Nicole Runyan, Esq. and Ms. Pamela Chen, Esq.
July 30, 2024

  Page 6 of 8  General Risks (page 96)
32. The risk disclosure on page 96 under the subh eading “The Company is subject to risks
related to ESG matters” implies that the Company considers ESG factors as part of its
investment strategy.  Please clarify in the discussion of the Company’s strategy whether
the Company will be integrating ESG factors into its investment analysis.  If so, please identify examples of ESG criteria that will be considered.  Please also disclose, if
accurate, that an investment could be made in a company that scores poorly on ESG if it
scores strongly on other non-ESG factors.
Item 7. Certain Relationships and Related Transactions and Director Independence
Resource Sharing Agreement (pages 113-114)
33. Explain to us how the Resource Sharing Agreement referenced starting on page 113
operates and why it is not an a dvisory contract within the meaning of the 1940 Act. In
your response, address:
a. Specific services 5C and its employees will provide on the Advisor’s behalf and
why those services do not amount to adviso ry services provided to the Company;
b. The extent to which the Investment Advisor will depend on 5C’s personnel;
c. Whether 5C personnel who provide inve stment advice with respect to the
Company will be supervised persons of  the Investment Advisor under Section
202(a)(25) of the Advisers Act;
d. Whether and what fees are paid to 5C and by whom and whether or not they are
paid pursuant to the Resource Sharing Agreement; and
e. Whether 5C is considered a fiduciary  with respect to the Company.
34. Please provide us with the Resource Sharing Agreement to review.
35.  Please add risk disclosure about the Resource Sharing Agreement ( e.g., that advisory
services provided by the Investment Adviso r are dependent on the Resource Sharing
Agreement).
Item 11. Description of Registrant’s  Securities to be Registered
Control Share Acquisitions (pages 128-129)
36. Please disclose:
a. how voting rights for control shares may be restored;
b. any exemptions for acquisitions of control shares.
37. Please also disclose:
a. the rationale for the Company not broadly exempting application of control share
provisions;
b. the impact upon shareholders of these provisions; and
c. whether the board of directors/trust ees has considered the provisions and
determined that they are in the best inte rest of the Company and its shareholders.
Conflict with the 1940 Act (page 130)

Ms. Nicole Runyan, Esq. and Ms. Pamela Chen, Esq.
July 30, 2024

  Page 7 of 8  38. Please disclose that recent federal and state court precedent has held that control share
acquisition provisions are not consistent with the Investment Company Act.
Item 15. Financial Statements and Exhibits
39. Please file an amended Form 10 filing with complete financial statements at least 15
days prior to the Form 10’s effectiveness.
40. Please file finalized documents and agreements, rather than any “form of” agreements.
41. Article XIII, Section 1 of the Company’s Bylaws contains a carveout from an exclusive
forum provision for claims arising solely unde r federal securities laws.  However, the
carveout applies only to item (b) in Section 1 of the Bylaws (d erivative actions).  Please
revise this state law claims provision in th e bylaws to make clear that Article XIII,
Section 1 in its entirety, rather than just Ar ticle XIII Section 1 item (b), does not apply to
claims arising under the federal securities laws.
42. Please revise Article VIII, S ection 8.2 of the Articles of Am endment and Restatement to
state that indemnification is subject to  sections 17(h) and (i) of the 1940 Act.
43. Please pr