SecProbe.io

CORRESP
1
filename1.htm

    Pamela Poland Chen

        To Call Writer Directly:

        +1 212 341 7825

        pamela.chen@kirkland.com

    601 Lexington Avenue

        New York, NY 10022

        United States

        +1 212 446 4800

        www.kirkland.com

    Facsimile:

    +1 212 446 4900

September 9, 2024

By EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Aaron Brodsky

 Re: 5C Lending Partners Corp. (the “Company”)

                                            Registration Statement on Form 10 (File No. 000-56665)

Dear Mr. Brodsky:

Reference is made to Amendment
No. 1 (the “Amendment”) to the Company’s Registration Statement on Form 10 under the Securities Exchange
Act of 1934, as amended (the “Registration Statement”) filed with the Securities and Exchange Commission on August
13, 2024. This letter responds to comments you provided in telephone calls with Pamela P. Chen of Kirkland & Ellis LLP on August
28, 2024 and September 4, 2024 regarding the Registration Statement.

Set forth below is a summary
of the comments and the Company’s responses thereto. For the convenience of the Staff, the comments have been repeated in the headings
below, and the Company’s responses follow. Capitalized terms used but not defined herein have the meanings assigned to them in
the Amendment.

1.          Relating
to Comment 8 in the Staff’s letter dated July 30, 2024 to the Company regarding the Registration Statement (the “First
Comment Letter”), please indicate supplementally whether the Company intends to invest 10% or more of its net assets in
foreign securities that are not publicly traded in the United States and, if so, please add or direct us to disclosure regarding
the expertise of the Advisor with respect to foreign investments.

Response:
Although the Company does not currently intend to invest 10% or more of its net assets in foreign securities that are not publicly
traded in the United States, the Company may from time to time invest more than 10% of its net assets in such securities. Accordingly,
the Company will add the following underlined disclosure in the “Management of the Company – Portfolio Management”
section of the Company’s Private Placement Memorandum.

Subject to the overall
supervision of the Board, the Advisor will be responsible for managing the Company’s day-to-day investment operations and business
affairs, including implementing investment policies and strategic initiatives set forth by the Investment Team, a dedicated team
of

    Austin  Bay Area  Beijing  Boston  Brussels  Chicago  Dallas  Hong Kong  Houston  London  Los Angeles  Miami  Munich  New York  Paris  Salt Lake City  Shanghai

Securities and Exchange Commission

September 9, 2024

Page 2

investment professionals
focused primarily on the Company’s business. The Investment Team is led by the Company’s Co-Chairs and Co-Presidents, Thomas Connolly
and Michael Koester, who have substantial experience in alternative investment management. The
Investment Team also has extensive experience investing in non-U.S. markets, including portfolio management responsibilities for
global credit strategies.

  2. Relating
                                                                                                                          to Comment
                                                                                                                          22 in
                                                                                                                          the
                                                                                                                          First
                                                                                                                          Comment
                                                                                                                          Letter:

 a. Please confirm supplementally,
                                                                   if accurate, that the “Subscription Agreements” referenced
                                                                   on page 27 of the Amendment will not create variations in terms
                                                                   of agreements for any shareholders.

 b. Please also confirm supplementally
                                                                   that only terms associated with administrative, tax or other
                                                                   operational matters will vary by Subscription Agreement. If
                                                                   so, please insert the following disclosure:

“The Company
and/or its Advisor have entered into or may enter into Subscription Agreements with Company shareholders. As a result of such agreements,
certain Company shareholders may be provided with certain terms that other Company shareholders will not receive. None of these
agreements have or will have the effect of creating different investment terms in the Company and primarily or will primarily address
administrative, tax or other operational matters. The Company represents that neither the Company and/or the Advisor have entered
or will enter Subscription Agreements with Company shareholders related to their investment in the Company that contravene applicable
law, including the 1940 Act and the Advisers Act.”

Response: The
Company supplementally confirms that only terms primarily associated with administrative, tax or other operational matters will
vary by Subscription Agreement and will add the requested disclosure to the Company’s Private Placement Memorandum.

3.          Please
supplementally explain how the issuance of preferred shares will impact Company expenses and, if so, consider adding disclosure
to explain the impact.

Response:
The offering expenses relating to the issuance of preferred shares will be capitalized as a deferred charge and will be amortized
to expense over 12 months from the commencement of operations and will be reflected accordingly in the financial statements of
the Company. The Company directs the Staff to the disclosure in the Notes to the Financial Statements, contained in Item 13 of
the Amendment, as well as Item 1A of the Amendment regarding the impact of the issuance of preferred shares, including the dividends
payable on the preferred shares, as contained in the Risk Factors, “If the Company issues preferred stock or convertible
debt securities, the net asset value of the Company’s Common Stock may become more volatile” and “Preferred stock could
be issued with rights and preferences that would adversely affect holders of the Company’s Common Stock, including the right to
elect certain members of the Board of Directors and have class voting rights on certain matters.”

4.          Please
supplementally confirm whether the compliance policies of the Advisor and 5C Investment Partners Advisor LLC (“5C Advisor”)
address conflicts and information sharing with respect to the Company.  If so, please share what policies govern with respect
to the Company.

Securities and Exchange Commission

September 9, 2024

Page 3

Response:
The Company confirms that the compliance policies of each of the Advisor and 5C Advisor address conflicts and information sharing
with respect to the Company, including policies relating to conflicts of interest, to the protection of confidential information
and to the use of material nonpublic information.

*     *     *     *     *

If you have any questions,
please feel free to contact the undersigned by telephone at 212.341.7825 (or by email at pamela.chen@kirkland.com). Thank you for
your attention to this matter.

    Sincerely,

    /s/ Pamela P. Chen

    Pamela P. Chen

    cc:
    Nicole M. Runyan, P.C., Kirkland & Ellis LLP

    Thomas Connolly, 5C Lending Partners Corp.

    Michael Koester, 5C Lending Partners Corp.

    Jason Roos, 5C Lending Partners Corp.