The Company

Overview

• Maryland-incorporated, externally managed, non-diversified, closed-end management investment company.
• Elected to be regulated as a Business Development Company (BDC) under the Investment Company Act of 1940 and intends to qualify annually as a Regulated Investment Company (RIC) under the Internal Revenue Code.
• Investment adviser: 5C Lending Partners Advisor LLC (the Advisor), a subsidiary of 5C Lending Partners Management LP. The Advisor manages day-to-day operations, sources and evaluates investments, and provides investment advisory and management services.
• Administrator: 5C Investment Partners Administrator LLC, which may engage sub-administrators, including U.S. Bank Global Fund Services, to provide administrative services.
• Executive offices: 330 Madison Avenue, 20th Floor, New York, NY 10017.

Initial ownership and structure

• Sole initial stockholder: 5C Investment Partners LP.
• Investment focus: private credit opportunities and related assets through direct origination and opportunistic investments with a long-term view toward liquidity events, including a potential Exchange Listing or other liquidity options.

Legal and regulatory framework

• Qualifying assets: As a BDC, at least 70% of assets must qualify under the 1940 Act.
• Tax treatment: Intends to qualify annually as a RIC and to distribute at least 90% of its investment company taxable income and 90% of net tax-exempt income to avoid corporate-level taxes.
• Leverage: May employ leverage provided asset coverage requirements are met; asset coverage disclosures have been set to 150% under SEC relief.
• Co-investments: Holds SEC exemptive relief to permit co-investments with certain affiliates of the Advisor, subject to regulatory constraints and fair allocation practices.

Business model and investment framework

• Investment objective: Generate current income and long-term capital appreciation.
• Primary focus: U.S.-domiciled upper middle-market companies through direct origination of:
  • First lien debt (stand-alone first lien loans, unitranche loans, first lien secured bonds)
  • Second lien debt (to a lesser extent)
  • Unsecured debt
  • Equity and equity-related investments
• Target company profile: EBITDA roughly $50 million to $500 million at the time of investment.
• Portfolio strategy:
  • Direct origination with regular contact among borrowers, private equity sponsors, and management teams.
  • Emphasis on senior secured floating-rate debt, collateral coverage, and alignment with private equity sponsors.
  • Capital preservation and disciplined risk management, with use of floating-rate instruments where appropriate.
  • Diversification across issuers and industries with concentration limits (single issuer up to 7.5% of Gross Assets; single industry up to 35% of Gross Assets; asset-based lending in real estate/infrastructure up to 10% of Gross Assets).
• Investment types and structures:
  • Debt across varying seniority and collateral arrangements.
  • Equity or equity-related investments, generally capped (common equity generally no more than 10% of Gross Assets, with certain exceptions).
  • Opportunistic purchases of loan portfolios or other debt instruments.
  • Use of hedges and derivatives to manage interest rate, currency, and other risks, subject to applicable rules and the Company’s derivatives user status.
• Portfolio management:
  • Investment team-led origination and ongoing monitoring to ensure continuity between sourcing, underwriting, and portfolio management.
  • Monitoring includes financial reviews, covenant testing, management discussions, and valuation processes.
  • Quarterly valuation with the Advisor serving as Valuation Designee for investments without readily available market quotations.

Portfolio and recent activity (as of December 31, 2025)

• Aggregate investments: Fair value $452.4 million; amortized cost $450.8 million across 19 portfolio companies.
  • First lien debt: amortized cost $307.9 million; fair value $309.1 million.
  • Second lien debt: amortized cost $87.7 million; fair value $88.2 million.
  • Preferred equity: amortized cost $55.2 million; fair value $55.2 million.
• Industry mix (fair value basis):
  • Software: 29.9%
  • Health Care Providers and Services: 19.8%
  • Aerospace & Defense: 4.7%
  • Construction & Engineering: 6.6%
  • Distributors: 8.7%
  • Diversified Consumer Services: 9.7%
  • Health Care Technology: 4.5%
  • Insurance: 10.3%
  • Professional Services: 5.8%
  • Aggregate: 100.0%
• Geography:
  • United States: 96.2%
  • Canada: 3.8%
• Leverage and capital structure (as of 12/31/2025):
  • Total debt outstanding: $550.0 million (Credit Facility $250.0 million; ABL Credit Facility $300.0 million).
  • Carrying value of debt: $351.97 million.
  • Amount available under debt facilities: $198.03 million.
  • Asset coverage: 167.82% (above the 150% requirement).
• Private offerings and liquidity plan:
  • Conducted private offerings of Common Stock to accredited investors under Regulation D and Regulation S.
  • Initial closing: September 26, 2024.
  • Exchange Listing targeted within seven years, with a possible one-year extension; until a listing, shares are illiquid with no guaranteed secondary market.
  • Contemplated liquidity events: share repurchase programs, mergers or sales, asset sales, orderly wind-downs, or restructurings.
• Portfolio concentration and characteristics:
  • Concentration limits apply as noted above.
  • Most debt investments are expected to be floating rate and many are unrated; rated investments are typically below investment grade.
  • Portfolio emphasizes protective covenants, collateral value, and potential equity upside in certain investments.

Capital structure, fees, and economics

• Management Fee: 0.60% per year of gross assets (excluding cash, including assets purchased with borrowed funds), payable quarterly; increases to 1.00% if an Exchange Listing occurs.

• Incentive Fee:

  • Investment Income Incentive Fee: 10.0% of Pre-Incentive Fee Net Investment Income for the prior quarter (17.5% if Exchange Listing), subject to a quarterly hurdle of 1.50% and a catch-up mechanism (100% catch-up up to the hurdle, then the stated percentage over the hurdle).
  • Capital Gains Incentive Fee: 10.0% of realized gains (17.5% if Exchange Listing) on a cumulative, net-of-loss basis, calculated annually and at termination, with a catch-up structure.
  • Incentive fees may be payable in quarters with net losses due to the hurdle structure and accruals (for example, OID/PIK income included in the calculation).

• Expense arrangements:

  • Expense Support Agreement permits the Advisor to advance certain expenses on the Company’s behalf; reimbursements are made from available operating funds subject to caps and waivers.
  • Sub-administration fees payable under the sub-administration agreement.

• Staffing: The Company has no employees; services are provided by personnel of the Advisor and its affiliates.

• Related agreements:

  • Resource Sharing Agreement provides the Company access to 5C Investment Partners Advisor’s resources and deal flow, with oversight from senior 5C personnel.
  • License Agreement grants a non-exclusive, royalty-free license to use the “5C” name while the Advisor remains the Company’s investment adviser.

Management and governance

• Board of Directors: Five directors, including three Independent Directors (non-interested persons under the 1940 Act).
• Investment Committee: Includes Thomas Connolly (Co-Chair), Michael Koester (Co-Chair), James Fair (Vice President), and Randall Kessler (5C MD); additional members may be appointed over time.
• Operations: Investment professionals from the Advisor and its affiliates handle sourcing, underwriting, diligence, and monitoring. The Administrator and Sub-Administrator provide administrative, accounting, and investor services.

Key points for investors

• Liquidity and listing risk: Exchange Listing is at the Advisor’s discretion and is not guaranteed; shares remain illiquid until a listing or other liquidity event occurs.
• Tax risk: The Company intends to maintain RIC status; failure to qualify could result in corporate-level taxation.
• Conflicts of interest: Potential conflicts arise from cross-account management, affiliated transactions, and the Advisor’s compensation structure; the Company relies on allocation policies and independent directors to manage these conflicts.
• Regulatory and operational risk: The Company addresses cybersecurity, privacy, and evolving regulatory requirements, including rules related to derivatives and privacy laws.

Quick metrics snapshot (as of December 31, 2025)

• Portfolio companies: 19
• Aggregate fair value of investments: $452.4 million
• Portfolio composition (by fair value):
  • First lien debt: ~$309.1 million
  • Second lien debt: ~$88.2 million
  • Preferred equity: ~$55.2 million
• Industry distribution: Software ~29.9%, Health Care Providers & Services ~19.8%, remaining sectors as listed above.
• Geography: United States ~96.2%, Canada ~3.8%
• Debt facilities: Total debt outstanding $550.0 million; carrying value of debt $351.97 million; available debt capacity $198.03 million
• Asset coverage: 167.82%
• Stockholder base: 1 initial stockholder (5C Investment Partners LP)