SecProbe.io

September 29, 2025
Via Email Steven B. Boehm, Esq.
Payam Siadatpour, Esq. Eversheds Sutherland (US) LLP 700 6th Street NW, Suite 700 Washington, D.C. 20001
Re: Crestline Lending Solutions, LLC
Registration Statement on Form 10
  File No. 000-56777
Dear Messrs. Boehm and Siadatpour:
 On August 29, 2025, you filed a Registration Stat emen on Form 10 on behalf of Crestline
Lending Solutions, LLC (the “Company”), in conn ection with the registration of the Company’s
common stock under section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).
We have reviewed the Registration Statemen t and provide our comm ents below. Where a
comment is made in one location, it  is applicable to similar disclo sure appearing elsewhere in the
Registration Statement. All capitalized terms not  otherwise defined in this letter have the
meaning given to them in the Registration Statement.
 Please respond to this letter within ten ( 10) business days by eith er amending the filing,
providing the requested information, or advi sing us when you will provide the requested
information. We may have additional comments after reviewing your resp onses to the following
comments, or any amendment to the filing.
 We note that the Company is  voluntarily registering shar es of its common stock under
section 12(g) of the Exchange Act. Please no te that a filing on Fo rm 10 goes effective
automatically by lapse of time 60 days after the original  filing date, pursuant to section 12(g)(1)
of the Exchange Act. After effectiveness, th e Company will be subj ect to the reporting
requirements of Section 12(a) of the Exchange Ac t. However, we will continue to review the
filing until all our comments have been satisfactorily addressed.
General comments
1. Please advise in correspondence if the Comp any or Adviser expects to submit or rely
upon any exemptive applications or no-action relief requests in connection with the
Registration Statement or ope rations of the Company.

Mssrs. Boehm & Siadatpour
Crestline Lending Solutions, LLC
Page 2 of 9

2. Please confirm that the Company does not intend  to issue debt securities or preferred
stock within a year from the effective date of  the Registration Statement.  If the Company
plans to issue preferred shares within a y ear from the effectiveness of the Registration
Statement, please include additional disclosure  of risks to holders of common shares in
the event of a preferred share offering.
3. We note that the Registration Statement is mi ssing information and exhibits and contains
numerous sections that indi cate that they will be a dded, completed or updated by
amendment.  Please expect comments on su ch portions when you add, complete or
update them in any pre-effective amendment, on disclosures made in response to this
letter, on information supplied supplementally, or on exhibits  filed in any pre-effective
amendment. Please plan accordingly.
 Accounting comments

Investment Management Agreement, pp. 16-18
 Incentive Fee Based on Income, p. 17 4. Please provide a graphical representation of the income-related portion of the incentive
fee.
Fees and Expenses, p. 21  5. Please ensure sales loads or upfront fees ar e included in the fee table as applicable.

6. Consider including the expense example. See Instruction 11. to It em 3. of Form N-2 for
guidance.
 Expense Support and Conditional Re imbursement Agreement, p. 23

7. The first full paragr aph, second sentence mentions “…th e Advisor will agree to pay
certain expenses on our behalf, including our  organizational costs…”. Please disclose
whether the Adviser has agreed to pay for offering costs.

Expenses, pp. 68-69  8. In the second full paragraph on page 69, the first sentence mentions “We will reimburse
the Adviser for organizational costs incurred with our formation”. Elsewhere, for example
in the Expense Support and Conditional Reimb ursement Agreement section on page 23,
it's mentioned that organizational costs may be paid by the
 Adviser. Please make the
disclosures consistent.

Mssrs. Boehm & Siadatpour
Crestline Lending Solutions, LLC
Page 3 of 9

Statement of Cash Flows
  Organization and Offering Costs, p. 99

9. Citing applicable U.S. GAAP, please explain how the organizational costs expensed by
the LLC will be accounted for by the BDC after the conversion.
 10. Please explain whether the LLC and/or BDC has incurred any offering costs. If offering
costs have been incurred, in correspondence pl ease identify the line items in the financial
statements where these are reflected.

Legal comments

Explanatory Note, pp. 1-2  11. We note the risk described in the penultima te bullet (“An investment in the Company
may not be suitable …”) is simila r to the risk described in th e first bullet. Please consider
combining.
 12. In the last paragraph on page 2, please update  to reflect the fact that the Form N-54A
election was filed on September 2, 2025.
Item 1. Business

(a) General Development of Business, p. 5

13. Please clarify the year when Ramp Vehicle was formed.

14. Supplementally, please address whether the terms of the initial subscriptions are the same
as for the Shares currently bei ng offered.  If the terms are diff erent, please clarify whether
these different terms could have a material , negative effect on other investors and
whether these different terms will be disclo sed and how they will be disclosed, including
the timing of such disclosure, are there any preferential redemption or  withdrawal rights,
and whether there will be a direct or indirect effect on the management fee attributable to
the applicable shareholders with whom such agreements were made.

15. Consider disclosing how many closings have be en held to date, when they occurred, how
many investors have committe d capital and the aggregate capital commitments the
Company has received to date. Has the Comp any called capital to date for any purpose?
Please clarify.

Mssrs. Boehm & Siadatpour
Crestline Lending Solutions, LLC
Page 4 of 9

 The Company, p. 5
 16. Please clarify that the Company’s principal business involves a “direct lending strategy”
that includes originating loan s as noted below in the prin cipal investment strategy.

Shares, p. 7
17. Please clarify that the Company curre ntly has only one class of Shares.
 18. Please clarify whether the Company has filed a request for multi-class exemptive relief
and disclose that even if the Company applie s for exemptive relief, such relief may not be
granted.
 Share Repurchases Program, p. 9

19. In the third paragraph, you stat e that “Additionally, Shares that have not been outstanding
for at least one year will be repurchased at  98% of the NA V per share as of the last
calendar day of the applicable quarter.” Please clar ify if the 2% is a fee,  and if so, if it is a
repurchase fee (proceeds to the Company) or an  early withdrawal char ge (proceeds to the
selling agent).

Investment Objective, p. 9
20. In the first bullet point, please clarify how the Company will i nvest in loans; for example,
will it be through loan origination?
21. In the second bullet point, please clarify what  is meant by “liquid” and “illiquid credit”.

22. In the third bullet point, please clarify wh at is meant by “lower” and “core” middle
market or cross-referenc e a later description.  ( See also comment 23.)

Investment Strategy, pp. 9-11
 23. Please clarify the difference between direct  lending and opportunistic lending.  For
example, are there differences in the types of  entities to or circumstances in which the
Company will make direct loans versus opportuni stic loans? We note that direct lending
is generally where a company will make loan s directly to companies while opportunistic
lending generally involves provi ding flexible, high-interest financing to companies or
assets in difficult, complex or time-sensiti ve situations. Where a ppropriate, please clarify
who the borrowers are for each type of lending activity ( e.g., what is a “lower or middle
market company”). We note many of the characteristics of these borrowers are
summarized in the risk factor “Investing in middle market companies involves a number
of significant risks, any one of which could have a mate rial adverse effect on our
operating results.”

Mssrs. Boehm & Siadatpour
Crestline Lending Solutions, LLC
Page 5 of 9

24. In the carryover paragraph on pages 9-10, the last sentence states “The majority of
companies that Crestline currently lends to ar e backed by a private equity sponsor.” If
this is a single entity, please disclose  the name of the private equity sponsor.

25. In the first full paragraph on page 10, please re vise the second sentence to refer to the
defined term “The Opportunistic Strategy”  rather than “The Opportunistic Lending
Strategy.”
26. In the fifth paragraph on page 10, you state “We al so expect to invest to some extent in
non-U.S. companies.” Please clarify how the Company will invest in non-US Companies
since both the Direct Lending Strategy and Opportunistic Strategy focus on companies in
the U.S.
27. In the fifth paragraph on page 10, the thir d sentence refers to “syndicated market
investments.” Please clarify if this is a di fferent component of the principal strategy.

28. In the sixth paragraph on page 10, please revise the 4
th sentence to clarify what is meant
by “foreign instruments.”
29. In the third full paragraph on page 11, fo r clarity, please revise the last sentence
(“However, on an aggregate basis, …”) to de lete “, as such investments are typically
smaller in size.”
30. In the fourth full paragraph on page 11, the fi rst sentence refers to  “multiple independent
pools of value” and the second sentence refers to “multiple pools of  value diversifying
risk”.  Please clarify what is meant by “multiple pools” in both sentences.
 31. In the fifth paragraph on page 11, please clarify if the Company will originate covenant
lite loans as suggested by the risk factor, “C ovenant-lite Obligations.” Please add a cross
reference to the related ri sk disclosure on page 56.
 Investment Process, pp. 12-16   Sourcing and Origination, p. 12  32. In the fourth paragraph, please clarify what is meant by “direct s ourcing yield” and “hit
rate and yield perspective.”
33. In the last paragraph on page 12, please clarify what is meant by “generalist bank
coverage” and “growing  intrinsic base”.

Mssrs. Boehm & Siadatpour
Crestline Lending Solutions, LLC
Page 6 of 9

Screening and Due Diligence, p. 13

34. In the fifth bullet discussing what happens after reaching the Final Research Report,
please note “Opportunity” is not a defined term.
 Types of Investments, pp. 14-16
35. Preferred Investments, p. 15 . The third sentence defines “PIK” which has been defined
earlier in the Form 10; please use the earlier defined term or  otherwise use a consistent
term throughout.
36. European Investments, p. 15 . Please highlight European Investments earlier in the
Company's investment objective and strategy si nce such investments may be as much as
10% of the Company's portfolio but the Oppor tunistic Strategy is defined in part as
investments in the U.S.
 Allocation of Investments, p.16

37. In the fourth paragraph, clarif y that the co-investment reli ef is not guaranteed and may
not be granted. Please explain supplementally whether the Company will engage in the
kinds of investments describe d in this section prior to  receiving exemptive relief.
 Incentive Fee Based on Income, p. 16

38. Please clarify whether the net assets on which the base management fee is calculated may
be affected by leverage. Add a cross refere nce to the risk fact ors discussion “Our
management and incentive fees  may induce the Adviser to incur additional leverage.”
 Dividend Reinvestment Plan, p. 23

39. Please disclose how shareholders may obtain information about the plan; the method of
determining the number of shares that will be distributed instead of a cash dividend; if
applicable, that an investor holding shares th at participate in the plan in a brokerage
account may not be able to tr ansfer the shares to anothe r broker and continue to
participate in the plan; and the minimum or  maximum investment required in the cash
purchase plan option.
Certain U.S. Federal Income Tax Considerations, pp. 30-

Our Investments – General, pp. 35-36
39. We note the disclosure in th is section suggests that the Company may use one or more
subsidiaries to manage its tax status as a RI C. If the Company intends to use one or more
entities (regardless of whether or not the Comp any sets up the entity) that (1) is primarily
controlled by the Company (as defined herein);  and (2) primarily e ngages in investment

Mssrs. Boehm & Siadatpour
Crestline Lending Solutions, LLC
Page 7 of 9

activities in securities or othe r assets (“Subsidiary” as that term is used below), please
address the following comments:
x Disclose that the Subsidiary or Subsidiari es will include entities that engage in
investment activities in securities or other assets that are primarily controlled by the
Company. “Primarily controlled ” means (1) the Company contro ls the unregistered entity
within the meaning of section 2(a)(9) of th e 1940 Act, and (2) the Company’s control of
the unregistered entity is greater than that of any other person.
x Disclose that the Company will comply w ith the provisions of the 1940 Act governing
capital structure and leverage (section 61) on an aggregate basi s with a subsidiary so that
the Company treats the Subsidiary’s debt as its own.

x Disclose that any investment adviser to a Subsidiary complies w ith provisions of the
1940 Act relating to investment advisory contract s (section 15) as if it were an investment
adviser to the Company under se ction 2(a)(20) of the 1940 Act.  Any investment advisory
agreement between a Subsidiary and its invest ment adviser is a mate rial contract that
should be included as an exhibi t to the Registration Statemen t. If the same person is the
adviser to both the Company and a Subsidia ry, then, for purposes of complying with
section 15(c), the reviews of the Company’s and a Subsidiary’s investment advisory
agreements may be combined.

x Disclose that each Subsidiary will comply  with provisions relating to affiliated
transactions and custody (sect ion 57). Also, please identi fy the custodian of the
subsidiary, if any.

x Disclose any of the Subsidiary’s principal investment strategies or principal risks that
constitute principal investme nt strategies or risks of the Company. The principal
investment strategies and pr incipal risk disclosures of a Company that invests in a
subsidiary should reflect aggregate operat ions of the Company and the Subsidiary.

Please also confirm in corres pondence that: (1) the Subsidiary, if organized and operating
outside the United States, and its board of di rectors will agree to designate an agent for
service of process in the United States; (2) th e Subsidiary and its board of directors will
agree to inspection by the Sta ff of the Subsidiary’s books and records, which will be
maintained in accordance with section 31 of  the 1940 Act and the rules thereunder; and
(3) the financial statements of the Subsidiary  will be consolidated  with those of the
Company. If not, plea se explain why not?
x If the Company will have wholly-owned Subsidia ries, please confirm supplementally that
each wholly-owned Subsidiary’s management  fee (including any pe rformance fee), if
any, will be included in “Management Fees ,” and each wholly-owned Subsidiary’s
expenses will be included in “Other E xpenses” in the Company’s fee table.

Mssrs. Boehm & Siadatpour
Crestline Lending Solutions, LLC
Page 8 of 9

Item 1.A. Risk Factors  Our incentive fee may induce the Adviser to  make speculative investments, p. 45

40. Please clarify if this risk woul d also cover investments in PIK instruments as suggested in
“Incentive Fee Based on Income.”
We operate in a highly competitive market for inves