Correspondence 0001193125-24-092952 from StepStone Private Credit Income Fund (CIK 0002006100)
StepStone Private Credit Income Fund (CIK 0002006100)
Date: April 11, 2024 · CIK: 0002006100 · Accession: 0001193125-24-092952
AI Filing Summary & Sentiment
File numbers found in text: 333-276309, 811-23924
Referenced dates: January 29, 2024
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CORRESP 1 filename1.htm Stepstone Private Credit Income Fund VIA EDGAR April 11, 2024 Raymond A. Be Attorney-Adviser Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: StepStone Private Credit Income Fund (File Nos. 333-276309, 811-23924). Mr. Be: On behalf of StepStone Private Credit Income Fund (the “Fund”), submitted herewith via the EDGAR system are the responses to the comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (“SEC”) regarding the initial registration statement on Form N-2 on behalf of Stepstone Private Credit Income Fund (the “Fund”), filed on December 29, 2023. We will be filing Pre-Effective Amendment No.1 with this letter. This letter is in response to the comments of the Staff of the SEC provided in correspondence dated January 29, 2024. For your convenience, we have restated your comments below followed by our responses. Comment 1: We note that portions of the filing, including the Fund’s financial statements, are incomplete. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments. Response: The Fund acknowledges this comment. Comment 2: Please supplementally explain the status of any exemptive relief or no-action request submitted, or expected to be submitted, in connection with the registration statement. Response: The Fund acknowledges this comment. To the extent permitted by law, the Fund intends to invest alongside other StepStone-advised funds and clients in the same assets. The Advisers and the Fund have obtained an exemptive order from the SEC that permits the Fund to co-invest alongside its affiliates. Comment 3: Please tell us if you have presented any test the waters materials in connection with this offering. We may have additional comments based on your response. Response: The Fund confirms it has not presented any test the waters materials in connection with this offering. Comment 4: Section 8(c) of the Securities Act relates to post-effective amendments. Please remove the check from the box next to “when declared effective pursuant to Section 8(c)”. Response: This comment has been incorporated, and the checked box will be removed accordingly. Comment 5: Limit the discussion under “Investment Objectives” to the Fund’s objective. Move references to the Fund’s strategy to seek the objective, like “by investing in various credit-related strategies” to the strategy section. Response: This comment has been incorporated, and the impacted disclosure has been revised as follows: The Fund’s investment objectives are to seek to generate current income and, to a lesser extent, long-term capital appreciation. Comment 6: Clarify briefly how the products listed in items (4)-(7) are related to “private” credit. To the extent that they are not, remove them from the Fund’s 80% test for purposes of Rule 35d-1. Response: The Fund’s 80% policy has been revised as follows: Under normal circumstances, the Fund will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit and income-related investments (“Private Credit and Income”). Comment 7: To the extent known, discuss the expected percent allocation between significant segments of the Fund’s portfolio, such as anticipated allocations between the Lending Strategy and the Specialty Credit Strategy, as well as anticipated allocations between primary and Secondary Investments. Response: The Fund expects that its allocations between significant segments of its portfolio may vary significantly over time. Furthermore, the Fund’s currently anticipated long-term allocations are subject to change. Comment 8: The disclosure in this Q&A as well as throughout the registration statement makes it unclear which entities are, respectively, the Adviser, the Sub-Adviser, and other affiliates, as well as each entity’s experience as an investment adviser. Clearly identify separately, with captions or otherwise, the description of the Adviser’s and Sub-Adviser’s experience as an investment adviser. See Item 9.1.b of Form N-2. To the extent the Fund wishes to discuss relevant experience of affiliates of the Adviser or Sub-Adviser, please present such information in a manner that makes it clear that such experience is not the experience of an adviser to the Fund. Response: This comment has been incorporated, and the impacted disclosure has been revised accordingly. 2 Comment 9: Similarly, the disclosure creates the defined term: the “Firm” to refer to the Adviser’s parent company but uses that defined term in ways that are unclear. For example, the disclosure on page 4 indicates that the Fund will use “the Firm’s evaluation [and] independent due diligence” in selecting investment opportunities. This appears to suggest that the “Firm” (StepStone Group LP, the parent which is not identified as an adviser to the Fund) is conducting investment advisory functions for the Fund. The use of such defined terms should facilitate understanding of the disclosure. See Rule 421(b) under the 1933 Act. Please revise to use a term that clearly identifies whether it is the adviser, sub-adviser, or other/parent entity that is performing the activity. Readers should not have to refer to this page to remember which entity “the Firm” is referring to, particularly since it is neither the adviser or sub-adviser. To the extent StepStone Group is performing investment advisory services to the Fund, revise the disclosure as appropriate. Response: This comment has been incorporated, and the impacted disclosure has been revised accordingly. The Fund hereby confirms that StepStone Group LP is not performing investment advisory services to the Fund. Comment 10: With respect to StepStone Private Debt, clarify how it is an affiliate of StepStone Group, including the control relationship between the two entities. Response: StepStone Group Private Debt LLC is a wholly-owned subsidiary of Swiss Capital Alternative Investments AG (“SCAI”). SCAI is a subsidiary of StepStone Group Inc., which is the sole managing member of StepStone Group Holdings LLC, which in turn is the general partner of StepStone Group LP. Comment 11: Please revise to disclose what the price per share will be after the initial offering. Response: The disclosure has been clarified to reflect that the Fund’s shares will be continuously offered at the then calculated net asset value per share. Comment 12: Consider clarifying, at the initial reference to the “Incentive Fee” that such fee will be up to 10% of the Fund’s net investment income. Response: This comment has been incorporated, and the impacted disclosure has been revised as follows: In addition, the Fund will pay the Adviser an income-based incentive fee. The “Incentive Fee,” will be accrued daily and payable quarterly in arrears based on the Fund’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter. The Incentive Fee will be up to 10% of the Fund’s Pre-Incentive Fee Net Investment Income. The payment of the Incentive Fee will be subject to a quarterly hurdle rate, expressed as a rate of return on the value of the Fund’s net assets at the end of the most recently completed calendar quarter, of 1.25% (5.0% annualized) (the “Hurdle Rate”), subject to a “catch up” feature (as described below). 3 Comment 13: The disclosure states that the Fund “combines many of the features of an investment fund not registered under the 1940 Act, often referred to as a ‘private investment fund,’ with those of a registered closed-end investment company.” Given the number of other registered closed-end investment companies providing access to private credit (as well as other private assets), as well as business development companies that are publicly available also providing access to private credit, please clarify in the disclosure the basis for stating that this Fund has “many of the features of an investment fund not registered under the 1940 Act, often referred to as a ‘private investment fund.’” Response: This comment has been incorporated, and the impacted disclosure has been revised as follows. The Fund is a specialized investment vehicle that provides investors within the structure of a registered closed-end investment company with exposure to private credit investments that typically are made by investment funds not registered under the 1940 Act, often referred to as a “private investment fund.” Private investment funds are collective asset pools that typically offer their securities privately, without registering such securities under the Securities Act. The Advisers believe that securities offered by private investment funds are typically sold in large minimum denominations (often at least $5,000,000 to $20,000,000) to a limited number of institutional investors and high-net-worth individuals. Compared to private investment funds, registered closed-end investment companies often impose relatively modest minimum investment requirements and offer their shares to a broader range of investors. Comment 14: Disclose the types of data and analysis that the Fund will use to select its investments. Response: The Fund hereby confirms that it will use data and analysis throughout all stages of the investment process, including in the sourcing, underwriting, and monitoring stages. The Fund will use various data sources throughout the process, including the institutional expertise of StepStone private debt and private equity teams, StepStone’s access to a network of private debt general partners, sponsors, and industry experts, and access to databases containing credit-specific data. Comment 15: Please revise your strategy-related disclosures to address how the Fund sources, diligences, structures, and monitors its private investments. In addition, please address the Fund’s strategies for dealing with under- and non-performing investments. In addition, please address any portfolio construction parameters such as position and sector limits, and similar considerations. Please provide this disclosure in Summary fashion here and in greater detail later in your prospectus. Response: This comment has been incorporated, and the following disclosure has been added: Investment Process The Adviser, with the support of StepStone Group under the Resource Sharing Agreement, and the Sub-Advisor intend to adhere to a disciplined, focused investment screening and selection process with an emphasis on fundamental analysis and due diligence in connection with investing the Fund’s assets. The Advisers will also retain, in certain situations, external consultants, advisors and accountants to augment due diligence. The Advisers’ approach of working closely with lenders and issuers on transactions is expected to allow for a thorough due diligence process as well as providing the Advisers with the requisite time to complete each step in its screening, due diligence and monitoring process for the Fund, which will typically include the below steps in connection with the Fund’s Lending Strategy. 4 The Adviser’s Investment Committee The Adviser carries out portfolio management through its Investment Committee (the “Investment Committee”). The Investment Committee comprises senior personnel of the StepStone Group. The committee functions include the consideration, and if appropriate, approval of proposed investments based on investment memorandum prepared by the investment teams within the Advisers, decisions on allocations to eligible funds, ongoing monitoring of the investments and incidents, among other matters. The Investment Committee review process is multi-step and iterative and occurs in parallel with the diligence of investments. Once the diligence process has begun, the investment team presents updates at twice-weekly Investment Committee meetings. The Investment Committee reviews all activity from the prior week, with a focus on detailed updates of ongoing situations and in-depth review of all new investment opportunities. The ultimate results and findings of the investment analysis are compiled into an investment memorandum that is used as the basis to support the investment thesis and utilized by the Investment Committee for final investment review and approval. The Investment Process Steps The Adviser’s investment process for an investment opportunity spans one to two months, from the initial screen through final approval and funding. The process begins with the work of the investment team. The investment team are investment professionals in StepStone Group to whom the Adviser has access by virtue of the Resource Sharing Agreement. Sourcing and Initial Review In order to source transactions, the Adviser primarily utilizes its significant access to transaction flow through more than 90 different co-investment relationships with Investment Partners. With respect to StepStone’s origination channels, the global presence of StepStone generates access to a substantial amount of opportunities with attractive investment characteristics. The broad network of Investment Partners includes private credit asset managers, origination platforms, private equity asset managers, financial intermediaries, and other parties. 5 The investment team examines information furnished by the Lending Source and, as applicable, the target company and external sources. The investment team determines whether the investment meets the Fund’s basic investment criteria and offers an acceptable probability of attractive risk adjusted returns. Only the most attractive opportunities are pursued further, meaning that many opportunities are declined by the investment team at this stage with respective communication to the Lending Source. For opportunities that proceed to the next stage, a list of initial due diligence questions and a request for additional diligence materials are prepared. Evaluation and Further Review The investment team reviews additional diligence materials to answer initial due diligence questions identified in the Initial Review. Due Diligence Once the diligence process has begun, the investment team presents updates at twice-weekly Investment Committee meetings. The Investment Committee conducts a thorough and rigorous review of the opportunity with the investment team to ensure the potential investment fits the Fund’s investment strategy. The investment team may examine some or all of the following deal attributes, along with other factors: • transaction dynamics such as deal rationale, use of proceeds, co-investment rationale; • borrower credit profile including credit metrics, size of the borrower, resiliency of business model, market position, industry fundamentals, and relative value assessment; • historical financial performance; including asset valuation, financial analysis, scenario analysis, future projections, growth assumptions, free cash flow generation, de-leveraging profile, other key financial credit metrics, and comparable credit and equity analyses; • legal considerations including the strength of the credit structure and related documentation; • performance track record of the Lending Source who sourced the opportunity; • performance track record and experience of the private equity sponsor; • analysis of the structure and leverage of the transaction; and • analysis on how the particular investment fits into the overall investment strategy of the Fund. 6 To enhance the analysis of potential investments, the investment team may review additional materials including but not limited to consulting and accounting reports, legal documents and other relevant borrower information. The investmen