UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
5C Lending Partners Corp.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
None
(CUSIP Number)
November 7, 2024
(Date of Event Which Requires Filling of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Scott D. Fitzhenry, Chief Compliance Officer
c/o Liberty Mutual Investments
175 Berkeley Street
Boston, Massachusetts 02116
(617) 357-9500
CUSIP No. None
| (1) | NAMES OF REPORTING PERSONS:
Liberty Mutual Holding Company Inc. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY:
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION:
Massachusetts | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (5) | SOLE VOTING POWER:
| ||||
| (6) | SHARED VOTING POWER:
99,438 | |||||
| (7) | SOLE DISPOSITIVE POWER:
| |||||
| (8) | SHARED DISPOSITIVE POWER:
99,438 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
99,438 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
31.5% (Based on 315,945 shares issued and outstanding as of November 7, 2024) | |||||
| (12) | TYPE OF REPORTING PERSON:
CO | |||||
CUSIP No. None
| (1) | NAMES OF REPORTING PERSONS:
Liberty Mutual Insurance Company | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY:
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION:
Massachusetts | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (5) | SOLE VOTING POWER:
| ||||
| (6) | SHARED VOTING POWER:
39,775 | |||||
| (7) | SOLE DISPOSITIVE POWER:
| |||||
| (8) | SHARED DISPOSITIVE POWER:
39,775 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
39,775 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
12.6% (Based on 315,945 shares issued and outstanding as of November 7, 2024) | |||||
| (12) | TYPE OF REPORTING PERSON:
IC | |||||
CUSIP No. None
| (1) | NAMES OF REPORTING PERSONS:
Employers Insurance Company of Wausau | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY:
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION:
Wisconsin | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (5) | SOLE VOTING POWER:
| ||||
| (6) | SHARED VOTING POWER:
9,944 | |||||
| (7) | SOLE DISPOSITIVE POWER:
| |||||
| (8) | SHARED DISPOSITIVE POWER:
9,944 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,944 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.1% (Based on 315,945 shares issued and outstanding as of November 7, 2024) | |||||
| (12) | TYPE OF REPORTING PERSON:
IC | |||||
CUSIP No. None
| (1) | NAMES OF REPORTING PERSONS:
Liberty Mutual Fire Insurance Company | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY:
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION:
Wisconsin | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (5) | SOLE VOTING POWER:
| ||||
| (6) | SHARED VOTING POWER:
9,944 | |||||
| (7) | SOLE DISPOSITIVE POWER:
| |||||
| (8) | SHARED DISPOSITIVE POWER:
9,944 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,944 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.1% (Based on 315,945 shares issued and outstanding as of November 7, 2024) | |||||
| (12) | TYPE OF REPORTING PERSON:
IC | |||||
CUSIP No. None
| (1) | NAMES OF REPORTING PERSONS:
The Ohio Casualty Insurance Company | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY:
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION:
New Hampshire | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (5) | SOLE VOTING POWER:
| ||||
| (6) | SHARED VOTING POWER:
9,944 | |||||
| (7) | SOLE DISPOSITIVE POWER:
| |||||
| (8) | SHARED DISPOSITIVE POWER:
9,944 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,944 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.1% (Based on 315,945 shares issued and outstanding as of November 7, 2024) | |||||
| (12) | TYPE OF REPORTING PERSON:
IC | |||||
CUSIP No. None
| (1) | NAMES OF REPORTING PERSONS:
Peerless Insurance Company | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY:
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION:
New Hampshire | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (5) | SOLE VOTING POWER:
| ||||
| (6) | SHARED VOTING POWER:
19,888 | |||||
| (7) | SOLE DISPOSITIVE POWER:
| |||||
| (8) | SHARED DISPOSITIVE POWER:
19,888 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,888 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.3% (Based on 315,945 shares issued and outstanding as of November 7, 2024) | |||||
| (12) | TYPE OF REPORTING PERSON:
IC | |||||
CUSIP No. None
| (1) | NAMES OF REPORTING PERSONS:
Safeco Insurance Company of America | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY:
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION:
New Hampshire | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (5) | SOLE VOTING POWER:
| ||||
| (6) | SHARED VOTING POWER:
9,944 | |||||
| (7) | SOLE DISPOSITIVE POWER:
| |||||
| (8) | SHARED DISPOSITIVE POWER:
9,944 | |||||
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,944 | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.1% (Based on 315,945 shares issued and outstanding as of November 7, 2024) | |||||
| (12) | TYPE OF REPORTING PERSON:
IC | |||||
Item 1(a) Name of issuer.
5C Lending Partners Corp.
Item 1(b) Address of issuer’s principal executive offices.
330 Madison Avenue, 20th Floor,
New York, NY
Item 2(a) Name of person filing.
This Statement is filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
| (i) | Liberty Mutual Holding Company Inc. |
| (ii) | Liberty Mutual Insurance Company |
| (iii) | Employers Insurance Company of Wausau |
| (iv) | Liberty Mutual Fire Insurance Company |
| (v) | The Ohio Casualty Insurance Company |
| (vi) | Peerless Insurance Company |
| (vii) | Safeco Insurance Company of America |
Item 2(b) Address or principal business office or, if none, residence.
The principal business office of each Reporting Person:
175 Berkeley Street
Boston, MA 02116
Item 2(c) Citizenship or place of organization.
Liberty Mutual Holding Company Inc.: Massachusetts
Liberty Mutual Insurance Company: Massachusetts
Employers Insurance Company of Wausau: Wisconsin
Liberty Mutual Fire Insurance Company: Wisconsin
The Ohio Casualty Insurance Company: New Hampshire
Peerless Insurance Company: New Hampshire
Safeco Insurance Company of America: New Hampshire
Item 2(d) Title of class of securities.
Common Stock, par value $0.001 per share
Item 2(e) CUSIP Number.
None
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); and | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
Item 4. Ownership.
Each of Liberty Mutual Insurance Company, Employers Insurance Company of Wausau, Liberty Mutual Fire Insurance Company, The Ohio Casualty Insurance Company, Peerless Insurance Company and Safeco Insurance Company of America (collectively, the “Subsidiaries”) is an indirect wholly-owned subsidiary of Liberty Mutual Holding Company Inc. (“LMHC”).
On October 23, 2024, the Subsidiaries entered into the Subscription Agreements (the “Subscription Agreements”) with 5C Lending Partners Corp., pursuant to which the Subsidiaries purchased certain securities of 5C Lending Partners Corp.
On November 7, 2024, 5C Lending Partners Corp. called capital from the Subsidiaries and issued Common Stock, par value $0.001 to the Subsidiaries.
LMHC may be deemed to have beneficial ownership of the shares of Common Stock held by the Subsidiaries. LMHC disclaims beneficial ownership in the Common Stock reported herein except to the extent of their pecuniary interest therein.
As of November 7, 2024, the aggregate amount owned and percentage of ownership is as follows:
(a) Amount beneficially owned:
| (1) | Liberty Mutual Holding Company Inc.: 99,438 |
| (2) | Liberty Mutual Insurance Company: 39,775 |
| (3) | Employers Insurance Company of Wausau: 9,944 |
| (4) | Liberty Mutual Fire Insurance Company: 9,944 |
| (5) | The Ohio Casualty Insurance Company: 9,944 |
| (6) | Peerless Insurance Company: 19,888 |
| (7) | Safeco Insurance Company of America: 9,944 |
(b) Percent of class:
The following is based on 315,945 shares of Common Stock outstanding as of November 7, 2024.
| (1) | Liberty Mutual Holding Company Inc.: 31.5% |
| (2) | Liberty Mutual Insurance Company: 12.6% |
| (3) | Employers Insurance Company of Wausau: 3.1% |
| (4) | Liberty Mutual Fire Insurance Company: 3.1% |
| (5) | The Ohio Casualty Insurance Company: 3.1% |
| (6) | Peerless Insurance Company: 6.3% |
| (7) | Safeco Insurance Company of America: 3.1% |
(c) Number of shares as to which such person has:
| (1) | Sole power to vote or to direct the vote: 0 |
| (2) | Shared power to vote or direct the vote: |
| (i) | Liberty Mutual Holding Company Inc.: 99,438 |
| (ii) | Liberty Mutual Insurance Company: 39,775 |
| (iii) | Employers Insurance Company of Wausau: 9,944 |
| (iv) | Liberty Mutual Fire Insurance Company: 9,944 |
| (v) | The Ohio Casualty Insurance Company: 9,944 |
| (vi) | Peerless Insurance Company: 19,888 |
| (vii) | Safeco Insurance Company of America: 9,944 |
| (3) | Sole power to dispose or to direct the disposition of: 0 |
| (4) | Shared power to dispose or to direct the disposition of: |
| (i) | Liberty Mutual Holding Company Inc.: 99,438 |
| (ii) | Liberty Mutual Insurance Company: 39,775 |
| (iii) | Employers Insurance Company of Wausau: 9,944 |
| (iv) | Liberty Mutual Fire Insurance Company: 9,944 |
| (v) | The Ohio Casualty Insurance Company: 9,944 |
| (vi) | Peerless Insurance Company: 19,888 |
| (vii) | Safeco Insurance Company of America: 9,944 |
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
By signing below, each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibits:
Exhibit A: Joint Filing Agreement
Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 25, 2024
Liberty Mutual Holding Company Inc.
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Employers Insurance Company of Wausau
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Liberty Mutual Fire Insurance Company
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Liberty Mutual Insurance Company
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
The Ohio Casualty Insurance Company
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Peerless Insurance Company
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Safeco Insurance Company of America
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on November 25, 2024
Liberty Mutual Holding Company Inc.
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Employers Insurance Company of Wausau
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Liberty Mutual Fire Insurance Company
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Liberty Mutual Insurance Company
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
The Ohio Casualty Insurance Company
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Peerless Insurance Company
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
Safeco Insurance Company of America
| By: | /s/ Vlad Barbalat | |
| Name: | Vlad Barbalat | |
| Title: | Executive Vice President |
