SEC Comment Letter 0000000000-25-004958 to 5C Lending Partners Corp. (CIK 0001998387)
5C Lending Partners Corp. (CIK 0001998387)
Date: May 9, 2025 · CIK: 0001998387 · Accession: 0000000000-25-004958
AI Filing Summary & Sentiment
Letter
May 9, 2025 Michael Dell Reporting Person MSD Capital, L.P. 550 Madison Avenue, 20th Floor New York, NY 10022 Re:5C Lending Partners Corp. Schedule 13D filed March 3, 2025 by Michael Dell et al. File No. 005-94712 Dear Michael Dell: We have conducted a limited review of the above-captioned filing and have the following comment . Please respond to this letter by amending the filing or by providing the requested information. If you do not believe our comment applies to your facts and circumstances or that an amendment is appropriate , please advise us why in a response letter. After reviewing any amendment to the filing and any information provided in response to this comment, we may have additional comments. Schedule 13D filed March 3, 2025 General 1.We note that the event reported as requiring the filing of the Schedule 13D was November 7, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the November 7, 2024 event date, the Schedule 13D submitted on March 3, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition.
May 9, 2025 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Blake Grady at 202-551-8573 or Nicholas Panos at 202-551-3266. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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May 9, 2025
Michael Dell
Reporting Person
MSD Capital, L.P.
550 Madison Avenue, 20th Floor
New York, NY 10022
Re:5C Lending Partners Corp.
Schedule 13D filed March 3, 2025 by Michael Dell et al.
File No. 005-94712
Dear Michael Dell:
We have conducted a limited review of the above-captioned filing and have the
following comment .
Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies to your facts and circumstances or
that an amendment is appropriate , please advise us why in a response letter.
After reviewing any amendment to the filing and any information provided in
response to this comment, we may have additional comments.
Schedule 13D filed March 3, 2025
General
1.We note that the event reported as requiring the filing of the Schedule 13D was
November 7, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D within five business days after the date beneficial ownership of more
than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the November 7, 2024 event date, the Schedule 13D submitted on
March 3, 2025 was not timely filed. Please advise us why the Schedule 13D was not
filed within the required five business days after the date of the acquisition.
May 9, 2025
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions