Securities Act File No. 333-268622
File No. 812-01599
• | We have a limited operating history and there is no assurance that we will achieve our investment objectives. |
• | We have not identified specific investments that we will make with the proceeds of this offering. As a result, this may be deemed a “blind pool” offering and you will not have the opportunity to evaluate our investments before we make them. |
• | We invest primarily in privately-held companies for which very little public information exists. Such companies are also generally more vulnerable to economic downturns and may experience substantial variations in operating results. |
• | The privately-held companies and below-investment-grade securities in which we will invest will be difficult to value and are illiquid. |
• | You should not expect to be able to sell your Common Shares regardless of how we perform. |
• | You should consider that you may not have access to the money you invest for an extended period of time. |
• | We do not intend to list our Common Shares on any securities exchange, and we do not expect a secondary market in our Common Shares to develop prior to any listing. |
• | Because you may be unable to sell your Common Shares, you will be unable to reduce your exposure in any market downturn. |
• | Beginning no later than the first full calendar quarter after we hold the first closing in the offering of Common Shares pursuant to this prospectus, and at the sole discretion of our board of directors (our “Board”), we intend to commence a share repurchase program in which we intend to repurchase up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. In addition, to the extent we offer to repurchase shares in any particular quarter, we expect any such repurchases will be at prices equal to the NAV per share as of the last calendar day of the applicable month designated by our Board, except that the Fund deducts 2.00% from such NAV for shares that have not been outstanding for at least one year. Such share repurchase prices may be lower than the price at which you purchase our Common Shares in this offering. |
• | An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program.” |
• | An investment in our Common Shares is suitable only for investors with the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in our Common Shares. |
• | We cannot guarantee that we will make distributions, and if we do we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital to stockholders or offering proceeds, and although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources. A return of capital is a return of a portion of your capital investment in our Common Shares. |
• | Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by our investment adviser or its affiliates, that may be subject to reimbursement to our investment adviser or its affiliates. The repayment of any amounts owed to our investment adviser or our affiliates will reduce future distributions to which you would otherwise be entitled. |
• | We expect to use leverage, which will magnify the potential for loss on amounts invested in us. See “Risk Factors—Risks Relating to Our Business and Structure—Our strategy involves a high degree of leverage. We intend to continue to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and increase the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.” |
• | We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors. |
• | We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Below investment grade securities have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. See “Prospectus Summary—Q: What type of investments do you make?” |
Price to the Public (1) | Sales Load (2) | Proceeds to Us, Before Expenses (3) | ||||||||||
Maximum Offering (4) | $ | 2,500,000,000 | Up to $ | 2,500,000,000 | ||||||||
Class S Shares, per Share | $ | 25.05 | None | $833,333,333.33 | ||||||||
Class D Shares, per Share | $ | 25.05 | None | $833.333.333.33 | ||||||||
Class I Shares, per Share | $ | 25.05 | None | $833,333,333.33 |
(1) | Shares of each class of our Common Shares will be offered on a monthly basis at a price per share equal to the NAV per share for such class. As of June 30, 2023, our most recent available NAV, the NAV per share of our Class I shares was $25.05. No Class S shares or Class D shares were outstanding as of such date. |
(2) | The Fund will not charge investors an upfront sales load with respect to Class S shares, Class D shares or Class I shares. However, if you buy Class S shares or Class D shares through certain selling agents, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amounts as they may determine, provided that selling agents limit such charges to a 3.5% cap on NAV for Class S shares and a 1.5% cap on NAV for Class D shares. Selling agents will not charge brokerage commissions on Class I shares. |
(3) | We and, ultimately, our common stockholders will also pay the following stockholder servicing and/or distribution fees to Emerson Equity LLC, the intermediary manager, subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation: (a) for Class S shares, a stockholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares; and (b) for Class D shares, a stockholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly. No stockholder servicing and/or distribution fee will be paid with respect to Class I shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We and, ultimately, our common stockholders, will also pay or reimburse certain organization and offering expenses, including, subject to FINRA limitations on underwriting compensation, certain wholesaling expenses. See “Plan of Distribution” and “Estimated Use of Proceeds.” FINRA defines “underwriting compensation” as any payment, right, interest, or benefit received or to be received by a participating member from any source for underwriting, allocation, distribution, advisory and other investment banking services in connection with a public offering. The total underwriting |
compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. Proceeds are calculated before deducting stockholder servicing and/or distribution fees or organization and offering expenses payable by us, which are paid over time. Our investment adviser has agreed to advance all of our organization and offering expenses on our behalf pursuant to the Expense Support and Conditional Reimbursement Agreement. We and, ultimately, our common stockholders will also pay certain ongoing offering expenses associated with our continuous offering of Common Shares if such ongoing offering costs are (i) paid by us or (ii) advanced by our investment adviser and reimbursed by us subject to certain conditions contained in the Expense Support and Conditional Reimbursement Agreement. Reimbursement by us of expenses advanced by our investment adviser associated with either our initial or continuous offering of Common Shares will reduce our NAV at the time we make such reimbursement payment and may reduce future distributions to which you would otherwise be entitled. |
(4) | The table assumes that all Common Shares are sold in the primary offering, with 1/3 of the gross offering proceeds from the sale of Class S shares, 1/3 from the sale of Class D shares, and 1/3 from the sale of Class I shares. The number of Common Shares of each class sold and the relative proportions in which the classes of Common Shares are sold are uncertain and may differ significantly from this assumption. The proceeds may differ from that shown if the then-current NAV at which Common Shares are sold varies from that shown and/or additional Common Shares are registered. |
• | a gross annual income of at least $70,000 and a net worth of at least $70,000, or |
• | a net worth of at least $250,000. |
• | meets the minimum income and net worth standards established in the investor’s state; |
• | can reasonably benefit from an investment in our Common Shares based on the investor’s overall investment objectives and portfolio structure; |
• | is able to bear the economic risk of the investment based on the investor’s overall financial situation, including the risk that the investor may lose their entire investment; and |
• | has an apparent understanding of the following: |
• | the fundamental risks of the investment, including the risk that the investor may lose their entire investment; |
• | the lack of liquidity of our Common Shares; |
• | the restrictions on transferability of our Common Shares; |
• | the background and qualifications of our investment adviser; and |
• | the tax consequences of the investment. |
• | The National Center for the Middle Market (“NCMM”) www.middlemarketcenter.org |
• | Leveraged Commentary and Data (“LCD”), a part of Pitchbook https://pitchbook.com/leveraged-commentary-data |
• | Preqin https://www.preqin.com/ |
• | Refinitiv, https://www.refinitiv.com |
• | S&P Capital IQ https://www.capitaliq.com/ |
• | the impact of global health crises on our portfolio companies and the markets in which they operate, interest rates and the economy in general; |
• | the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments; |
• | regulations governing our operation as a business development company; |
• | financing investments with borrowed money; |
• | operation in a highly competitive market for investment opportunities; |
• | our ability to successfully complete and integrate any acquisitions; |
• | risks associated with original issue discount (“OID”) and payment-in-kind |
• | changes in interest rates may affect our cost of capital and net investment income; |
• | the impact of changes in London Interbank Offered Rate (“LIBOR”) on our operating results; |
• | uncertainty as to the value of certain portfolio investments; |
• | our ability to deploy any capital raised in this offering; |
• | lack of liquidity in investments; |
• | the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, governing our operations or the operations of our portfolio companies; |
• | the social, geopolitical, financial, trade and legal implications of Brexit; |
• | the timing, form and amount of any dividend distributions; |
• | risks regarding distributions; |
• | potential resignation of our investment adviser and/or administrator; |
• | potential adverse effects of price declines and illiquidity in the corporate debt markets; |
• | potential impact of economic recessions or downturns; |
• | defaults by portfolio companies; |
• | the outcome and impact of any litigation; |
• | uncertainty surrounding the financial stability of the United States, Europe and China; |
• | adverse developments in the credit markets; and |
• | potential fluctuation in quarterly operating results. |
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F-1 |
Q: | What is Crescent Private Credit Income Corp.? |
A: | We are a specialty finance company focused on lending to middle-market companies. We are a Maryland corporation formed on November 10, 2022. We are a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are externally managed by our adviser, Crescent Cap NT Advisors, LLC (the “investment adviser”), an affiliate of Crescent Capital Group LP (“Crescent”). |
Q: | Who is Crescent? |
A: | Crescent is a global credit investment manager with total assets under management of over $40 billion. Crescent focuses on below investment grade credit through strategies that invest in marketable and privately originated debt securities including senior bank loans, high yield bonds, as well as private senior, unitranche and junior debt securities. Headquartered in Los Angeles, Crescent has over 200 employees based in five offices in the U.S. and Europe. |
Q: | What are your investment objectives? |
A: | Our investment objectives are to maximize the total return to our stockholders in the form of current income and, to a lesser extent, long-term capital appreciation through debt and related equity investments. |
Q: | What is your investment strategy? |
A: | We seek to meet our investment objectives by: |
• | utilizing the experience and expertise of the management team of the investment adviser, along with the broader resources of Crescent, in sourcing, evaluating and structuring transactions, subject to Crescent’s policies and procedures regarding the management of conflicts of interests; |
• | employing an investment approach focused on long-term credit performance and principal protection, generally investing in loans with loan-to-value |
• | focusing primarily on loans and securities of middle-market private U.S. borrowers who seek access to financing and who historically relied heavily on bank lending or capital markets. The Fund’s primary focus is to invest in companies with EBITDA of $35 million to $120 million; however, the Fund may invest in larger or smaller companies. We believe this opportunity set generates favorable pricing and more rigorous structural protections relative to that offered by investments in the broadly syndicated markets. From time to time, we may also invest in loans and debt securities issued by corporate borrowers outside of the middle-market private borrower space to the extent we believe such investments enhance the overall risk/return profile for our common stockholders and help us meet our investment objectives; and |
• | maintaining rigorous portfolio monitoring in an attempt to mitigate negative credit events within our portfolio. |
Q: | What type of investments do you make? |
A: | Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit instruments that are issued in private offerings or issued by private companies). |
Q: | What is an originated loan? |
A: | An originated loan is a loan where we lend directly to the borrower and hold the loan on our own or generally with other Crescent affiliates or sometimes with a small number of other unaffiliated lenders. This |
is distinct from a syndicated loan, which is generally originated by a bank and then syndicated, or sold, to other investors. Originated loans are generally held until maturity or until they are refinanced by the borrower. Syndicated loans often have liquid markets and can be traded by investors. |
Q: | What competitive strengths does the investment adviser offer? |
A: | Crescent is one of the longest-tenured players in the middle market direct lending space and in the private credit space more broadly, with extensive experience originating and managing below-investment grade debt investments across multiple strategies and over numerous market cycles. We believe investors may benefit from the following investment adviser strengths: |
• | The Crescent Platform. |
• | Reviewed over 17,000 transactions |
• | Originated opportunities from over 1,200 unique private equity firms |
• | Closed one or more debt financings with over 260 unique private equity firms |
• | Scale and Tenure in the Credit Markets. |
our stated investment objectives. Given its focus on capital preservation, Crescent has been entrusted with third party capital to invest across the below investment grade corporate credit landscape for over three decades and across numerous market cycles: |
• | Seasoned and Integrated Investment Team. |
• | Established, Research-Focused Investment Process. |
• | Credit-Focused Due Diligence. |
appropriate capital structures. Evaluation of investment opportunities begins with fundamental credit-focused company and industry research and, in Crescent’s private fund strategies, culminates in a formal review by the respective investment committees. |
• | Ability to Structure Investments Creatively. |
• | Active Portfolio Monitoring. |
• | Long-Term Investment Horizon. |
• | Track Record of Strong Capital Preservation. core component of Crescent’s investment philosophy. In addition to its focus on sustainable businesses, Crescent employs a highly selective and rigorous diligence and investment evaluation process focused on identification of potential risks. Crescent believes tight credit structuring is a fundamental part of the risk and recovery calculus, as the illiquidity in private credit means that secondary market liquidity is not a reliable risk mitigant. This philosophy has translated into what we believe to be one of the strongest track records in the private credit space. Since inception, Crescent’s Credit Solutions (1992) (formerly known as “Mezzanine”), CCAP (defined below) (2015), Direct Lending (2005) and European Specialty Lending strategies (2014) (collectively, “Crescent Private Credit”) have experienced historical net loss ratios of less than 20 basis points, 12 basis points, 5 basis points and 0 basis points, respectively. |
• | Breadth of Middle Market Coverage. |
Q: | What is the market opportunity? |
A: | Private credit as an asset class has grown considerably since the global financial crisis of 2008. We expect this growth to continue and, along with the factors outlined below, to provide a robust backdrop to what Crescent believes will be a significant number of attractive investment opportunities aligned to our investment strategy. |
Q: | Why do you invest in liquid credit investments in addition to originated loans? |
A: | We believe that our liquid credit investments will help maintain liquidity to satisfy our share repurchase program in which we intend to repurchase up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter and manage cash before investing subscription proceeds into originated loans while also seeking attractive investment returns. We expect these investments to enhance our risk/return profile and serve as a source of liquidity for the Fund. |
Q: | How will you identify investments? |
A: | In order to source transactions, the investment adviser will leverage the breadth of its platform and its significant access to transaction flow, along with its trading platform. The investment adviser seeks to generate investment opportunities primarily through direct origination channels, as well as through syndicate and club deals. The investment adviser will continue to employ a disciplined approach with respect to sourcing, evaluating and executing prospective investment opportunities, consistent with how Crescent manages its funds’ investments across the firm. Crescent’s process is defined by an emphasis on meaningful downside protection and the preservation of capital, which our investment adviser seeks to achieve through extensive due diligence, asset-level and market environment analysis, a systematic approach to identifying risk and structuring and a hands-on approach to driving value and managing investments throughout the ownership period. We believe that Crescent’s strong reputation and longstanding relationships will help drive meaningful proprietary deal flow and a significant pipeline of investment opportunities for the Fund. |
Q: | Will you use leverage? |
A: | Yes. To seek to enhance our returns, we intend to employ leverage as market conditions permit and at the discretion of the investment adviser, but in no event will leverage employed exceed the limitations set forth in the Investment Company Act, which currently allows us to borrow up to a 2:1 debt to equity ratio. We intend to use leverage in the form of borrowings, including loans from certain financial institutions and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage, if incurred, would be expected to increase the total capital available for investment by the Fund. |
Q: | How will the Fund be allocated investment opportunities? |
A: | Crescent, including our investment adviser, provides or may provide investment management services to other BDCs, including Crescent Capital BDC, Inc. (“CCAP”), registered investment companies, investment funds, client accounts and proprietary accounts that Crescent may establish. |
Q: | How is an investment in our Common Shares different from an investment in listed BDCs? |
A: | An investment in our Common Shares generally differs from an investment in listed BDCs in a number of ways, including: |
• | Shares of listed BDCs are priced by the trading market, which is influenced generally by numerous factors, not all of which are related to the underlying value of the entity’s assets and liabilities. Our Board, rather than the “market,” determined the initial offering price of our Common Shares in its sole discretion after considering the initial public offering prices per share of other blind pool non-traded BDCs. The estimated value of our assets and liabilities will be used to determine our NAV for Common Shares sold in this offering. As a result,non-traded BDCs are generally less volatile and more closely correlated with the values of their underlying loans as opposed to other conditions that may impact public markets. |
• | An investment in our Common Shares has limited or no liquidity outside of our share repurchase program and our share repurchase program may be modified, suspended or terminated. In contrast, an investment in a listed BDC is a liquid investment, as shares can be sold on an exchange at any time the exchange is open. |
• | Some listed BDCs are self-managed, whereas our investment operations are managed by the investment adviser, which is part of Crescent. |
• | Listed BDCs may be reasonable alternatives to the Fund and may be less costly and less complex with fewer and/or different risks than we have. Such listed BDCs will likely have historical performance that investors can evaluate and transactions for listed securities often involve nominal or no commissions. |
• | Unlike the offering of a listed BDC, this offering will be registered in every state in which we are offering and selling shares. As a result, we include certain limits in our governing documents that are not typically provided for in the charter of a listed BDC. For example, our charter limits the fees we may pay to the investment adviser. A listed BDC does not typically provide for these restrictions within its charter. A listed BDC is, however, subject to the governance requirements of the exchange on which its shares are traded, including requirements relating to its board, its audit committee, independent director oversight of executive compensation and the director nomination process, code of conduct, stockholder meetings, related party transactions, stockholder approvals and voting rights. |
Q: | For whom may an investment in our Common Shares be appropriate? |
A: | An investment in our Common Shares may be appropriate for you if you: |
• | meet the minimum suitability standards described above under “Suitability Standards;” |
• | seek to allocate a portion of your investment portfolio to a direct investment vehicle with an income-oriented portfolio of primarily U.S. credit investments; |
• | seek to receive current income through regular distribution payments; |
• | wish to obtain the potential benefit of long-term capital appreciation; and |
• | are able to hold your Common Shares as a long-term investment and do not need liquidity from your investment quickly in the near future. |
Q: | Are there any risks involved in buying our Common Shares? |
A: | Investing in our Common Shares involves a high degree of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objectives and, therefore, you should purchase our Common Shares only if you can afford a complete loss of your investment. An investment in our Common Shares involves significant risks and is intended only for investors with a long-term investment horizon and who do not require immediate liquidity or guaranteed income. Some of the more significant risks relating to an investment in our Common Shares include those listed below: |
• | We have a limited operating history and there is no assurance that we will achieve our investment objectives. |
• | We have not identified specific investments that we will make with the proceeds of this offering. As a result, this may be deemed a “blind pool” offering and you will not have the opportunity to evaluate our investments before we make them. |
• | We invest primarily in privately held companies for which very little public information exists. Such companies are also generally more vulnerable to economic downturns and may experience substantial variation in operating results. |
• | The privately held companies and below investment-grade securities in which we will invest will be difficult to value and are illiquid. |
• | There may be changes in laws or regulations (including interpretations thereof), including tax laws, governing our operations or the operations of our portfolio companies or the operations of our competitors. |
• | You should not expect to be able to sell your Common Shares regardless of how we perform. |
• | You should consider that you may not have access to the money you invest for an extended period of time. |
• | We do not intend to list our Common Shares on any securities exchange, and we do not expect a secondary market in our Common Shares to develop prior to any listing. |
• | Because you may be unable to sell your Common Shares, you will be unable to reduce your exposure in any market downturn. |
• | Beginning no later than the first full calendar quarter after we hold the first closing in the offering of Common Shares pursuant to this prospectus, and at the sole discretion of our Board, we intend to commence a share repurchase program in which we intend to repurchase up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. In addition, to the extent we offer to repurchase shares in any particular quarter, we expect any such repurchases will be at prices equal to the NAV per share as of the last calendar day of the applicable month designated by our Board, except that the Fund deducts 2.00% from such NAV for shares that have not been outstanding for at least one year. Such share repurchase prices may be lower than the price at which you purchase our Common Shares in this offering. |
�� | • | An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program.” |
• | An investment in our Common Shares is suitable only for investors with the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in our Common Shares. |
• | We cannot guarantee that we will make distributions, and if we do we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings or return of capital to stockholders or offering proceeds, and although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources. A return of capital (1) is a return of the original amount invested to stockholders, (2) does not constitute earnings or profits and (3) will have the effect of reducing the basis such that when a stockholder sells its shares the sale may be subject to taxes even if the shares are sold for less than the original purchase price. |
• | Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the investment adviser or its affiliates, that may be subject to reimbursement to the investment adviser or its affiliates. The repayment of any amounts owed to our affiliates will reduce future distributions to which you would otherwise be entitled. |
• | We expect to use leverage, which will magnify the potential for loss on amounts invested in us. See “Risk Factors—Risks Relating to Our Business and Structure—Our strategy involves a high degree of leverage. We intend to continue to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and increase the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.” |
• | We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act”, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors. |
• | We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Below investment grade securities have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. See “Prospectus Summary—Q: What type of investments do you make?” |
Q: | Do you currently own any investments? |
A: | Yes. Proceeds from the Sun Life Investment (as defined in “Prospectus Summary — Recent Developments”) have been invested in accordance with the Fund’s investment objective. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Estimated Use of Proceeds” for a discussion of our investment objective and the estimated use of proceeds from this offering. As of June 30, 2023, the NAV per share for our Class I shares was $25.05. |
Q: | What is the role of our Board? |
A: | We operate under the direction of our Board. We have five directors, three of whom have been determined to be independent of us, the investment adviser, Crescent and its affiliates and the intermediary manager (the “independent directors”). Our independent directors are responsible for reviewing the performance of the investment adviser and approving the compensation paid to the investment adviser and its affiliates. The names and biographical information of our directors are provided under “Management of the Fund—Biographical Information.” |
Q: | What is the difference between the Class S shares, Class D shares and Class I shares being offered? |
A: | We are offering to the public three classes of Common Shares: Class S shares, Class D shares and Class I shares. The differences among the share classes relate to ongoing stockholder servicing and/or distribution fees. The Fund will not directly charge you a sales load. However, if you buy Class S shares or Class D shares through certain selling agents, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and a 3.5% cap on NAV for Class S shares. Selling agents will not charge such fees on Class I shares. The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. See “Description of Our Shares” and “Plan of Distribution” for a discussion of the differences between our Class S shares, Class D shares and Class I shares. |
Annual Stockholder Servicing and/or Distribution Fee | Total Over Five Years | |||||||
Class S | $ | 85.00 | $ | 425.00 | ||||
Class D | $ | 25.00 | $ | 125.00 | ||||
Class I | $ | — | $ | — |
Q: | What is the per share purchase price? |
A: | Shares of each class of our Common Shares will be issued on a monthly basis at a price per share equal to the then-current NAV per share, as described below. |
Q: | How will your NAV per share be calculated? |
A: | Our NAV will be determined based on the value of our assets less our liabilities, including accrued fees and expenses, as of any date of determination. |
Q: | Is there any minimum investment required? |
A: | The minimum initial investment in Class S shares and Class D shares is $2,500, and the minimum investment in Class I shares is $1,000,000. The minimum subsequent investment in our Common Shares is $500 per transaction, except that the minimum subsequent investment amount does not apply to purchases made under our distribution reinvestment plan. In addition, we may elect to accept smaller investments in our discretion. |
Q: | What is a “best efforts” offering? |
A: | This is our initial public offering of our Common Shares on a “best efforts” basis. A “best efforts” offering means the intermediary manager and the participating brokers are only required to use their best efforts to sell the shares. When shares are offered to the public on a “best efforts” basis, no underwriter, broker-dealer or other person has a firm commitment or obligation to purchase any of the shares. Therefore, we cannot guarantee the number of shares that will be sold in this offering. |
Q: | What is the expected term of this offering? |
A: | We have registered $2,500,000,000 in Common Shares. It is our intent, however, to conduct a continuous offering for an extended period of time, by filing for additional offerings of our Common Shares, subject to regulatory approval and continued compliance with the rules and regulations of the SEC and applicable state laws. |
Q: | When may I make purchases of shares and at what price? |
A: | Subscriptions to purchase our Common Shares may be made on an ongoing basis, but investors may only purchase our Common Shares pursuant to accepted subscription orders effective as of the first day of each month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month), and to be accepted, a subscription request including the full subscription amount must be received in good order at least five business days prior to the first day of the month (unless waived by the intermediary manager). |
Q: | When will the NAV per share be available? |
A: | We intend to report our NAV per share as of the last day of each month on our website within 20 business days of the last day of each month. Because subscriptions must be submitted at least five business days prior to the first day of each month, you will not know the NAV per share at which you will be subscribing at the time you subscribe. |
Q: | May I withdraw my subscription request once I have made it? |
A: | Yes, you may withdraw your subscription request if we have not yet accepted it. Subscribers are not committed to purchase shares at the time their subscription orders are submitted and any subscription may be canceled at any time before the time it has been accepted. You may withdraw your purchase request by notifying the transfer agent, through your financial intermediary or directly on our toll-free, automated telephone line,(888) 875-0116. |
Q: | When will my subscription be accepted? |
A: | Completed subscription requests will not be accepted by us any earlier than two business days before the first day of each month. |
Q: | Will I receive distributions and how often? |
A: | We currently intend to pay regular monthly distributions commencing with the first full calendar quarter after we hold the first closing in the offering of Common Shares pursuant to this prospectus. Any distributions we make will be at the discretion of our Board, considering factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time. |
Q: | Will the distributions I receive be taxable as ordinary income? |
A: | Generally, distributions that you receive, including cash distributions that are reinvested pursuant to our distribution reinvestment plan, will be taxed as ordinary income to the extent they are paid from our current |
or accumulated earnings and profits. Dividends received will generally not be eligible to be taxed at the lower U.S. federal income tax rates applicable to individuals for “qualified dividends.” |
Q: | May I reinvest my cash distributions in additional shares? |
A: | Yes. We have adopted a distribution reinvestment plan whereby stockholders (other than Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan) will have their cash distributions automatically reinvested in additional Common Shares unless they elect to receive their distributions in cash. Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Oregon, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Common Shares. Ohio residents that own Class S shares or Class D shares are not eligible to participate in our distribution reinvestment plan. If stockholders participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that the stockholders own will be automatically invested in additional Common Shares. The purchase price for shares issued under our distribution reinvestment plan will be equal to the most recent NAV per share for such shares at the time the distribution is payable. Stockholders will not pay upfront selling commissions when purchasing shares under our distribution reinvestment plan and funds reinvested to purchase shares pursuant to the distribution reinvestment plan will not have sales commissions or fees deducted from them; however, all shares, including those issued under our distribution reinvestment plan, will be subject to ongoing stockholder servicing and/or distribution fees. Participants may terminate their participation in the distribution reinvestment plan by providing written notice to the Plan Administrator (as defined in “Distribution Reinvestment Plan”) notifying the Plan Administrator by submitting a letter of instruction terminating the participant’s account under the distribution reinvestment plan to Crescent Private Credit Income Corp., c/o SS&C GIDS, Inc. (attention Transfer Agent), 1055 Broadway Street, Kansas City, Missouri 64105. Such termination shall be effective immediately if the participant’s notice is received by the Plan Administrator at least 10 days prior to any record date for a distribution to stockholders; otherwise, such termination shall be effective only with respect to any subsequent distribution. See “Description of Our Shares” and “Distribution Reinvestment Plan.” |
Q: | Can I request that my shares be repurchased? |
A: | Yes, subject to limitations. Beginning no later than the first full calendar quarter after we hold the first closing in the offering of Common Shares pursuant to this prospectus, and at the discretion of our Board, we intend to commence a share repurchase program in which we intend to repurchase up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) in each quarter. Our Board may amend, suspend or terminate the share repurchase program at any time if it deems such action to be in our best |
interests. For example, in accordance with our directors’ duties to the Fund, our Board may amend, suspend or terminate the share repurchase program during periods of market dislocation where selling assets to fund a repurchase could have a materially negative impact on remaining stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Fund that would outweigh the benefit of the repurchase offer. Following any such suspension, the Board will reinstate the share repurchase program when appropriate and subject to our directors’ duties to the Fund. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the Investment Company Act, with the terms of such tender offer published in a tender offer statement to be sent to all stockholders and filed on Schedule TO. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares. |
Q: | What transfer restrictions are there on our Common Shares? |
A: | Except as may be provided by our Board in setting the terms of classified or reclassified stock, our Common Shares will have no preemptive, exchange or redemption rights and will be freely transferable, except where their transfer is restricted by federal and state securities laws or by contract and to the extent necessary for the Fund to qualify as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”) or the characterization or treatment of income or loss, except that, in order to avoid the possibility that our assets could be treated as “plan assets,” we may require any person proposing to acquire our Common Shares to furnish such information as may be necessary to determine whether such person is a benefit plan investor or a controlling person, restrict or prohibit transfers of shares of such stock |
or redeem any outstanding shares of stock for such price and on such other terms and conditions as may be determined by or at the direction of the Board. If the Fund rejects a transfer of Common Shares, such rejection will be affirmatively supported by an opinion of counsel. A charge may be imposed by the Fund to cover its actual, necessary and reasonable administrative and filing expenses incurred in connection with a transfer. There is currently no market for our Common Shares, and we can offer no assurances that a market for our Common Shares will develop in the future. See “Description of Our Shares.” |
Q: | What is a business development company, or BDC? |
A: | A BDC is a special closed-end investment vehicle that is regulated under the Investment Company Act and used to facilitate capital formation by smaller U.S. companies. BDCs are subject to certain restrictions applicable to investment companies under the Investment Company Act. As a BDC, at least 70% of our assets must be the type of “qualifying” assets listed in Section 55(a) of the Investment Company Act, as described herein, which are generally privately-offered securities issued by U.S. private or thinly-traded companies. We may also invest up to 30% of our portfolio opportunistically in“non-qualifying” portfolio investments, such as investments innon-U.S. companies. See “Investment Objective and Strategies—Regulation as a BDC.” |
Q: | What is a regulated investment company, or RIC? |
A: | We intend to elect to be treated for federal income tax purposes, and intend to qualify annually thereafter, as a RIC under the Code. |
• | is a BDC or registered investment company that combines the capital of many investors to acquire securities; |
• | offers the benefits of a securities portfolio under professional management; |
• | satisfies various requirements of the Code, including an asset diversification requirement; and |
• | is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently distributes to its stockholders, which substantially eliminates the “double taxation” (i.e., taxation at both the corporate and stockholder levels) that generally results from investments in a C corporation. |
Q: | What is a non-exchange traded, perpetual-life BDC? |
A: | A non-exchange traded BDC is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC monthly on a continuous basis at a price generally equal to the BDC’s monthly NAV per share. In our perpetual-life structure, we may offer to repurchase our Common Shares on a quarterly basis, but we are not obligated to offer to repurchase any in any particular quarter in our discretion. We believe that our perpetual nature enables us to execute a patient strategy and be able to invest across different market environments. This may reduce the risk of the Fund being a forced seller of assets in market downturns compared tonon-perpetual funds. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our charter or otherwise to effect a liquidity event at any time. |
Q: | Will I be notified of how my investment is doing? |
A: | Yes. We will provide you with periodic updates on the performance of your investment with us, including: |
• | three quarterly financial reports and investor statements; |
• | an annual report; |
• | in the case of certain U.S. stockholders, an annual Internal Revenue Service (“IRS”) Form 1099-DIV or IRS Form 1099B, if required, and, in the case ofnon-U.S. stockholders, an annual IRS Form1042-S; |
• | confirmation statements (after transactions affecting your balance, except reinvestment of distributions in us and certain transactions through minimum account investment or withdrawal programs); and |
• | a quarterly statement providing material information regarding your participation in the distribution reinvestment plan and an annual statement providing tax information with respect to income earned on shares under the distribution reinvestment plan for the calendar year. |
Q: | What fees do you pay to the investment adviser? |
A: | Pursuant to the investment advisory and management agreement between us and the investment adviser (the “Investment Advisory and Management Agreement”), the investment adviser is responsible for, among other things, originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. We will pay the investment adviser a fee for its services under the Investment Advisory and Management Agreement consisting of two components: a management fee and an incentive fee. |
• | The management fee is payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. For the first calendar month in which the Fund had operations, May 2023, net assets were measured as the beginning net assets as of the effective date of the Investment Advisory and Management Agreement. Substantial additional fees and expenses may also be charged by the administrator to the Fund, which is an affiliate of the investment adviser, for our allocable portion of overhead expenses under the Administration Agreement (as defined below). Our investment adviser has agreed to waive its management and incentive fees until the initial closing for the offering of Common Shares pursuant to this prospectus. The longer an investor holds our Common Shares during this period, the longer such investor will receive the benefit of this fee waiver period. |
• | The incentive fee consists of two components as follows: |
• | The first part of the incentive fee is based on income, whereby we pay the investment adviser quarterly in arrears 12.5% of our Pre-Incentive Fee Net Investment Income (as defined below) for each calendar quarter subject to a 5.0% annualized hurdle rate, with acatch-up. |
• | The second part of the incentive fee is based on realized capital gains, whereby we pay the investment adviser at the end of each calendar year in arrears 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees, as calculated in accordance with GAAP. |
Q: | Who will administer the Fund? |
A: | Pursuant to an administration agreement, referred to herein as the “Administration Agreement”, with our administrator, CCAP Administration LLC (our “administrator”) our administrator furnishes us with administrative services. These services include providing us with office facilities, equipment, clerical, bookkeeping and recordkeeping, maintaining financial and other records, preparing reports to stockholders and reports and other materials filed with the SEC or any other regulatory authority, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Fund reimburses our administrator (or its affiliates) for an allocable portion of the costs, expenses and benefits paid by our administrator or its affiliates to our chief compliance officer, chief financial officer, general counsel and secretary, their respective staffs and operations personnel who provide services to us; provided that such reimbursement does not conflict with Section 7.8 of the Fund’s charter. The allocable portion of the compensation for these officers and other professionals are included in the administration expenses paid to our administrator. See “Investment Advisory and Management Agreement and Administration Agreement—Administration Agreement.” |
Q: | What are the offering and servicing costs? |
A: | The Fund will not directly charge you a sales load. However, if you buy Class S shares or Class D shares through certain selling agents, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and a 3.5% cap on NAV for Class S shares. Selling agents will not charge such fees on Class I shares. Please consult your selling agent for additional information. |
Q: | What are your expected operating expenses? |
A: | We expect to incur operating expenses in the form of our management and incentive fees, stockholder servicing and/or distribution fees, interest expense on our borrowings and other expenses, including the expenses we pay to our administrator. See “Fees and Expenses.” |
Q: | What are your policies related to conflicts of interests with Crescent and its affiliates? |
A: | The investment adviser, Crescent and their respective affiliates (collectively, the “Firm”) will be subject to certain conflicts of interest with respect to the services the Firm provides for us and other investment funds, partnerships, limited liability companies, corporations or similar investment vehicles, clients or the assets or investments for the account of any client, or separate account for which, in each case, the investment adviser or one or more of its affiliates acts as general partner, manager, managing member, investment adviser, sponsor or in a similar capacity (collectively, including the Fund, “Crescent Clients”). These conflicts will arise primarily from the involvement of the Firm in other activities that may conflict with our activities. Such conflicts may arise in allocating and structuring investments, and allocation of time, services, expenses or resources among the investment activities of Crescent Clients and the Firm. You should be aware that individual conflicts will not necessarily be resolved in favor of our interest. |
Q: | Are there any ERISA considerations in connection with an investment in our Common Shares? |
A: | We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the U.S. Department of Labor regulations at 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”). In this regard, until such time as all classes of our Common Shares are considered “publicly-offered securities” within the meaning of the Plan Asset Regulations, the Fund intends to limit investment in our Common Shares by “benefit plan investors” to less than 25% of the total value of each class of our Common Shares, within the meaning of the Plan Asset Regulations. |
Q: | What is the impact of being an “emerging growth company”? |
A: | We are an “emerging growth company,” as defined by the JOBS Act. As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be required to: |
• | have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”); |
• | submit certain executive compensation matters to stockholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring anon-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or |
• | disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
Q: | When will I get my detailed tax information? |
A: | In the case of certain U.S. stockholders, we expect your IRS Form 1099-DIV tax information, if required, to be mailed by January 31 of each year. |
Q: | Who can help answer my questions? |
A: | If you have more questions about this offering or if you would like additional copies of this prospectus, you should contact your financial adviser or our transfer agent: SS&C GIDS, Inc. |
Class S Shares | Class D Shares | Class I Shares | ||||||||||
Stockholder transaction expenses (fees paid directly from your investment) | ||||||||||||
Maximum sales load (1) | — | % | — | % | — | % | ||||||
Maximum Early Repurchase Deduction (2) | 2.00 | % | 2.00 | % | 2.00 | % | ||||||
Annual expenses (as a percentage of net assets attributable to our Common Shares)(3) | ||||||||||||
Base management fees (4) | 1.25 | % | 1.25 | % | 1.25 | % | ||||||
Incentive fees (5) | — | % | — | % | — | % | ||||||
Stockholder servicing and/or distribution fees (6) | 0.85 | % | 0.25 | % | — | % | ||||||
Interest payment on borrowed funds (7) | 4.00 | % | 4.00 | % | 4.00 | % | ||||||
Other expenses (8) | 0.95 | % | 0.95 | % | 0.95 | % | ||||||
Total annual expenses | 7.05 | % | 6.45 | % | 6.20 | % |
(1) | The Fund will not directly charge you a sales load. However, if you buy Class S shares or Class D shares through certain selling agents, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and 3.5% cap on NAV for Class S shares. Selling agents will not charge such fees on Class I shares. Please consult your selling agent for additional information. |
(2) | Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable month designated by our Board, except that the Fund deducts 2.00% from such NAV for shares that have not been outstanding for at least one year, also referred to as the Early Repurchase Deduction. Such share repurchase prices may be lower than the price at which you purchase our Common Shares in this offering. Theone-year holding period is measured as of the subscription closing date immediately following the prospectiverepurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining common stockholders. |
(3) | Weighted average net assets employed as the denominator for expense ratio computation is $337.5 million. This estimate is based on the assumption that we sell $450 million of our Common Shares in the initial 12-month period of the offering (including amounts raised from the Sun Life Investment). Actual net assets will depend on the number of shares we actually sell, realized gains/losses, unrealized appreciation/ depreciation and share repurchase activity, if any. |
(4) | The base management fee paid to our investment adviser is calculated at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. |
(5) | We may have capital gains and investment income that could result in the payment of an incentive fee in the first year of investment operations. The incentive fees, if any, are divided into two parts: |
• | The first part of the incentive fee is based on income, whereby we pay our investment adviser quarterly in arrears 12.5% of our pre-incentive fee net investment income (as defined below) for each calendar quarter subject to a 5.0% annualized hurdle rate, with acatch-up. |
• | The second part of the incentive fee is based on realized capital gains, whereby we pay our investment adviser at the end of each calendar year in arrears 12.5% of cumulative realized capital gains from |
inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees, as calculated in accordance with GAAP. |
(6) | Subject to FINRA limitations on underwriting compensation, we and, ultimately, our common stockholders will pay the following stockholder servicing and/or distribution fees to the intermediary manager: (a) for Class S shares, a stockholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares and (b) for Class D shares, a stockholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly. Stockholders will not pay transaction related charges when purchasing Common Shares under our distribution reinvestment plan, but all outstanding Class S shares and Class D shares, including those issued under our distribution reinvestment plan, will be subject to ongoing servicing fees. The intermediary manager anticipates that all or a portion of the stockholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating broker dealers. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We will cease paying the stockholder servicing and/or distribution fee on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate underwriting compensation from all sources in connection with this offering, including the stockholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. See “Plan of Distribution” and “Estimated Use of Proceeds.” |
(7) | We may borrow funds to make investments, including before we have fully invested the proceeds of this continuous offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by common stockholders. The figure in the table assumes that we borrow for investment purposes an amount equal to 50% of our weighted average net assets in the initial 12-month period of the offering after the initial closing for the offering of Common Shares pursuant to this prospectus, and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is 8.0%. Our ability to incur leverage during the 12 months following the commencement of this offering depends, in large part, on the amount of money we are able to raise through the sale of shares registered in this offering and the availability of financing in the market. See “Prospectus Summary—Recent Developments.” |
(8) | “Other expenses” includes our overhead expenses, including payments under our Administration Agreement based on our allocable portion of overhead and other expenses incurred by CCAP Administration LLC in |
performing its obligations under the Administration Agreement, and income taxes. The amount presented in the table estimates the amounts we expect to pay during the initial 12-month period of the offering following the date of this offering. See “Prospectus Summary—Recent Developments.” |
(1) | our annual operating expenses and offering expenses remain at the levels set forth in the table above, except to reduce annual expenses upon completion of organization and offering expenses; |
(2) | the annual return before fees and expenses is 5.0%; |
(3) | the net return after payment of fees and expenses is distributed to common stockholders and reinvested at NAV; and |
(4) | your financial intermediary does not directly charge you transaction or other fees. |
Class | S shares |
Return Assumption | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return from net investment income (1) : | $ | 74 | $ | 217 | $ | 353 | $ | 665 | ||||||||
Total expenses assuming a 5.0% annual return solely from net realized capital gains (2) : | $ | 80 | $ | 233 | $ | 378 | $ | 701 |
Class | D shares |
Return Assumption | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return from net investment income (1) : | $ | 68 | $ | 199 | $ | 327 | $ | 625 | ||||||||
Total expenses assuming a 5.0% annual return solely from net realized capital gains (2) : | $ | 74 | $ | 217 | $ | 352 | $ | 665 |
Class | I shares |
Return Assumption | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return from net investment income (1) : | $ | 65 | $ | 192 | $ | 316 | $ | 608 | ||||||||
Total expenses assuming a 5.0% annual return solely from net realized capital gains (2) : | $ | 71 | $ | 209 | $ | 342 | $ | 648 |
(1) | Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation. |
(2) | Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely. |
For the period from May 5, 2023 (Commencement of Operations) through June 30, 2023 (6) | ||||
Per Share Data: (1) | ||||
Net asset value, beginning of period | $ | 25.00 | ||
Net investment income/(loss) | (0.02 | ) | ||
Net realized and unrealized gains (losses) on investments | 0.07 | |||
Net increase (decrease) in net assets resulting from operations | 0.05 | |||
Net asset value, end of period | $ | 25.05 | ||
Shares outstanding, end of period | 1,201,000 | |||
Weighted average shares outstanding | 1,201,000 | |||
Total return based on net asset value (2) | 0.20 | % | ||
Ratio/Supplemental Data: | ||||
Net assets, end of period | $ | 30,090 | ||
Ratio of total net expenses to average net assets (3)(4) | 5.83 | % | ||
Ratio of net investment income/(loss) to average net assets (4) | -0.56 | % | ||
Portfolio turnover (5) | 0.24 | % |
(1) | Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate. |
(2) | Total return based on NAV is calculated as the change in NAV per share during the period plus declared dividends per share during the period, divided by the beginning NAV per share, and not annualized. |
(3) | The ratio of total expenses to average net assets in the table above reflects the Adviser’s voluntary waivers of its right to receive a portion of the management fees and income incentive fees. |
(4) | Annualized. |
(5) | Not annualized. |
(6) | Net asset information presented is related to Class I shares. |
• | increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company; |
• | exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or |
• | preserve or enhance the value of our investment. |
• | the ability to cause the commencement of enforcement proceedings against the collateral; |
• | the ability to control the conduct of such proceedings; |
• | the approval of amendments to collateral documents; |
• | releases of liens on the collateral; and |
• | waivers of past defaults under collateral documents. |
• | restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets; |
• | restrictions on our ability to incur liens; and |
• | maintenance of a minimum level of stockholders’ equity. |
• | OID instruments and PIK securities may have unreliable valuations because the accretion of OID as interest income and the continuing accruals of PIK securities require judgments about their collectability and the collectability of deferred payments and the value of any associated collateral; |
• | OID income may also create uncertainty about the source of our cash distributions; |
• | OID instruments may create heightened credit risks because the inducement to the borrower to accept higher interest rates in exchange for the deferral of cash payments typically represents, to some extent, speculation on the part of the borrower; |
• | for accounting purposes, cash distributions to stockholders that include a component of accreted OID income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of accreted OID income may come from the cash invested by the stockholders, the Investment Company Act does not require that stockholders be given notice of this fact; |
• | generally, we must recognize income for income tax purposes no later than when it recognizes such income for accounting purposes; |
• | the higher interest rates on PIK securities reflects the payment deferral and increased credit risk associated with such instruments and PIK securities generally represent a significantly higher credit risk than coupon loans; |
• | the presence of accreted OID income and PIK interest income create the risk of non-refundable cash payments to our investment adviser in the form of incentive fees on income based onnon-cash accreted OID income and PIK interest income accruals that may never be realized; |
• | even if accounting conditions are met, borrowers on such securities could still default when our actual collection is expected to occur at the maturity of the obligation; |
• | OID and PIK create the risk that incentive fees will be paid to our investment adviser based on non-cash accruals that ultimately may not be realized, which our investment adviser will be under no obligation to reimburse us or these fees; and |
• | PIK interest has the effect of generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK interest also reduces the loan-to-value |
• | they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; |
• | they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; |
• | changes in laws and regulations, as well as their interpretations, may adversely affect their business, financial structure or prospects; and |
• | they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. |
• | any equity investment we make in a portfolio company could be subject to further dilution as a result of the issuance of additional equity interests and to serious risks as a junior security that will be subordinate to all indebtedness (including trade creditors) or senior securities in the event that the issuer is unable to meet its obligations or becomes subject to a bankruptcy process; |
• | to the extent that the portfolio company requires additional capital and is unable to obtain it, we may not recover our investment; and |
• | in some cases, equity securities in which we invest will not pay current dividends, and our ability to realize a return on our investment, as well as to recover our investment, will be dependent on the success of the portfolio company. Even if the portfolio company is successful, our ability to realize the value of our investment may be dependent on the occurrence of a liquidity event, such as a public offering or the sale of the portfolio company. It is likely to take a significant amount of time before a liquidity event occurs or we can otherwise sell our investment. In addition, the equity securities we receive or invest in may be subject to restrictions on resale during periods in which it could be advantageous to sell them. |
• | preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes before we receive such distributions; |
• | preferred securities are subordinated to debt in terms of priority to income and liquidation payments, and therefore will be subject to greater credit risk than debt; |
• | preferred securities may be substantially less liquid than many other securities, such as common stock or U.S. government securities; and |
• | generally, preferred security holders have no voting rights with respect to the issuing company, subject to limited exceptions. |
• | price and volume fluctuations in the capital and credit markets from time to time; |
• | changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to RICs or BDCs; |
• | changes in accounting guidelines governing valuation of our investments; |
• | loss of our RIC or BDC status; |
• | loss of a major funding source; |
• | our ability to manage our capital resources effectively; |
• | changes in our earnings or variations in our operating results; |
• | changes in the value of our portfolio of investments; |
• | any shortfall in investment income or net investment income or any increase in losses from levels expected by investors or securities analysts; |
• | departure of Crescent’s key personnel; |
• | uncertainty surrounding the strength of the U.S. economy; |
• | uncertainty between the U.S. and other countries with respect to trade policies, treaties, and tariffs; |
• | global unrest; |
• | the length and duration of the COVID-19 outbreak; and |
• | general economic trends and other external factors. |
• | sudden electrical or telecommunications outages; |
• | natural disasters such as earthquakes, tornadoes and hurricanes; |
• | disease pandemics; |
• | events arising from local or larger scale political or social matters, including terrorist acts; and |
• | cyber-attacks. |
Maximum Offering of $833,333,333.33 in Class S Shares | ||||||||
Gross Proceeds (1) | $ | 833,333,333.33 | 100 | % | ||||
Upfront Sales Load (2) | — | — | % | |||||
Initial Organization and Offering Expenses (3) | $ | 1,667,833.33 | 0.20 | % | ||||
Net Proceeds Available for Investment | $ | 831,665,500.00 | 99.80 | % |
Maximum Offering of $833,333,333.33 in Class D Shares | ||||||||
Gross Proceeds (1) | $ | 833,333,333.33 | 100 | % | ||||
Upfront Sales Load (2) | — | % | ||||||
Initial Organization and Offering Expenses (3) | $ | 1,667,833.33 | 0.20 | % | ||||
Net Proceeds Available for Investment | $ | 831,665,500.00 | 99.80 | % |
Maximum Offering of $833,333,333.33 in Class I Shares | ||||||||
Gross Proceeds (1) | $ | 833,333,333.33 | 100 | % | ||||
Upfront Sales Load (2) | — | % | ||||||
Initial Organization and Offering Expenses (3) | $ | 1,667,833.33 | 0.20 | % | ||||
Net Proceeds Available for Investment | $ | 831,665,500.00 | 99.80 | % |
(1) | We intend to conduct a continuous offering of an unlimited number of Common Shares over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act; however, in certain states this offering is subject to annual extensions. |
(2) | The Fund will not directly charge you a sales load. However, if you buy Class S shares or Class D shares through certain selling agents, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D shares and a 3.5% cap on NAV for Class S shares. Selling agents will not charge such fees on Class I shares. Subject to FINRA limitations on underwriting compensation, we will pay the following stockholder servicing and/or distribution fees to the intermediary manager: (a) for Class S shares, a stockholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares and (b) for Class D shares, a stockholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly. The intermediary manager anticipates that all or a portion of the stockholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating broker dealers. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We will cease paying the stockholder servicing and/or distribution fee on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity or the sale or other disposition of all or |
substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including the stockholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. |
(3) | The organization and offering expense numbers shown above represent our estimates of initial expenses to be incurred by us in connection with this offering and include estimated wholesaling expenses reimbursable by us. See “Plan of Distribution” for examples of the types of organization and offering expenses we may incur. |
• | investment advisory fees, including management fees and incentive fees, to our investment adviser, pursuant to the Investment Advisory and Management Agreement; |
• | our allocable portion of the costs, expenses and benefits paid by our administrator or its affiliates to our chief compliance officer, chief financial officer, general counsel and secretary, their respective staffs and our operations and finance staffs who provide services to us; provided that such reimbursement does not conflict with Section 7.8 of our charter; |
• | all other expenses reasonably incurred by us in operating the business. |
($ in millions) | As of June 30, 2023 | |||||||
Investment Type | Fair Value | Percentage | ||||||
Senior Secured First Lien | $ | 23.1 | 81.1 | % | ||||
Unitranche First Lien | 5.4 | 18.9 | ||||||
Total Investments | $ | 28.5 | 100.0 | % | ||||
($ in millions) | For the period from May 5, 2023 (Commencement of Operations) through | |||
June 30, 2023 | ||||
New investments at cost: | ||||
Senior Secured First Lien | $ | 23.1 | ||
Unitranche First Lien | 5.4 | |||
Total Investments | $ | 28.5 | ||
Proceeds from investments sold or repaid: | ||||
Senior Secured First Lien | $ | 0.1 | ||
Total Proceeds | $ | 0.1 | ||
Net increase (decrease) in portfolio | $ | 28.4 | ||
• | assessment of success of the portfolio company in adhering to its business plan and compliance with covenants; |
• | review of monthly and quarterly financial statements and financial projections for portfolio companies; |
• | contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; |
• | comparisons to other companies in the industry; and |
• | attendance and participation in board meetings. |
(1) | Involves the least amount of risk relative to cost or amortized cost. Investment performance is above expectations since origination or acquisition. Trends and risk factors are generally favorable, which may include financial performance or a potential exit. |
(2) | Involves a level of risk that is similar to the risk at the time of origination or acquisition. The investment is generally performing as expected, and the risks around our ability to ultimately recoup the cost of the investment are neutral to favorable relative to the time of origination or acquisition. New investments are generally assigned a rating of 2 at origination or acquisition. |
(3) | Indicates an investment performing below expectations where the risks around our ability to ultimately recoup the cost of the investment have increased since origination or acquisition. For debt investments, borrowers are more likely than not in compliance with debt covenants and loan payments are generally not past due. An investment rating of 3 requires closer monitoring. |
(4) | Indicates an investment performing materially below expectations where the risks around our ability to ultimately recoup the cost of the investment have increased materially since origination or acquisition. For debt investments, borrowers may be out of compliance with debt covenants and loan payments may be past due (but generally not more than 180 days past due). Non-accrual status is strongly considered for debt investments rated 4. |
(5) | Indicates an investment performing substantially below expectations where the risks around our ability to ultimately recoup the cost of the investment have substantially increased since origination or acquisition. We do not expect to recover our initial cost basis from investments rated 5. Debt investments with an investment rating of 5 are generally in payment and/or covenant default and are on non-accrual status. |
($ in millions) | As of June 30, 2023 | |||||||
Investment Performance Rating | Investments at Fair Value | Percentage of Total Portfolio | ||||||
1 | — | — | % | |||||
2 | 28.5 | 100 | ||||||
3 | — | — | ||||||
4 | — | — | ||||||
5 | — | — | ||||||
Total | 28.5 | 100 | % | |||||
($ in millions) | For the period from May 5, 2023 (Commencement of Operations) through June 30, 2023 | |||
Total investment income | $ | 0.3 | ||
Total net expenses | 0.3 | |||
Net investment income | $ | 0.0 | ||
Net unrealized appreciation (depreciation) on investments | 0.1 | |||
Net increase (decrease) in net assets resulting from operations | $ | 0.1 | ||
Basis Point Change | Interest Income | Interest Expense | Net Interest Income (1) | |||||||||
Up 100 basis points | $ | 0.3 | $ | — | $ | 0.3 | ||||||
Up 75 basis points | 0.2 | — | 0.2 | |||||||||
Up 50 basis points | 0.1 | — | 0.1 | |||||||||
Up 25 basis points | 0.1 | — | 0.1 | |||||||||
Down 25 basis points | (0.1 | ) | — | (0.1 | ) | |||||||
Down 50 basis points | (0.1 | ) | — | (0.1 | ) | |||||||
Down 75 basis points | (0.2 | ) | — | (0.2 | ) | |||||||
Down 100 basis points | (0.3 | ) | — | (0.3 | ) |
(1) | Excludes the impact of income incentive fees. See Note 3 to our financial statements for more information on the income incentive fees. |
Country/Security/Company | Investment Type | Interest Term* | Interest Rate | Maturity/ Dissolution Date | Principal Amount, Par Value or Shares** | Cost | Percentage of Net Assets*** | Fair Value | ||||||||||||||||||||
Investments (1)(2)(3) | ||||||||||||||||||||||||||||
United States | ||||||||||||||||||||||||||||
Debt Investments | ||||||||||||||||||||||||||||
Capital Goods | ||||||||||||||||||||||||||||
AECOM Management Services (Amentum) | Senior Secured First Lien Term Loan | S + 400 | 9.22 | % | 01/2027 | 748 | 733 | 2.4 | 739 | |||||||||||||||||||
Fairbanks Morse Defense | Senior Secured First Lien Term Loan | S + 475 (75 Floor) | 10.25 | % | 06/2028 | 374 | 365 | 1.2 | 366 | |||||||||||||||||||
White Cap (7) | Senior Secured First Lien Term Loan | S + 375 (50 Floor) | 8.85 | % | 10/2027 | 1,000 | 994 | 3.2 | 993 | |||||||||||||||||||
2,122 | 2,092 | 6.8 | 2,098 | |||||||||||||||||||||||||
Commercial and Professional Services | ||||||||||||||||||||||||||||
Vaco Holdings (7) | Senior Secured First Lien Term Loan | S + 500 (75 Floor) | 10.59 | % | 01/2029 | 748 | 684 | 2.3 | 684 | |||||||||||||||||||
WCG/WIRB-Copernicus Group, Inc. (7) | Senior Secured First Lien Term Loan | S + 400 (100 Floor) | 9.22 | % | 01/2027 | 748 | 732 | 2.4 | 736 | |||||||||||||||||||
1,496 | 1,416 | 4.7 | 1,420 | |||||||||||||||||||||||||
Consumer Discretionary Distribution and Retail | ||||||||||||||||||||||||||||
1-800 Contacts (CNT Holdings I Corp)(7) | Senior Secured First Lien Term Loan | S + 350 (75 Floor) | 8.80 | % | 11/2027 | 748 | 743 | 2.4 | 746 | |||||||||||||||||||
Bass Pro - Great American Outdoors Group LLC (7) | Senior Secured First Lien Term Loan | L + 375 (75 Floor) | 8.94 | % | 03/2028 | 748 | 742 | 2.4 | 743 | |||||||||||||||||||
Harbor Freight Tools USA, Inc (7) | Senior Secured First Lien Term Loan | S + 275 (50 Floor) | 7.97 | % | 10/2027 | 750 | 737 | 2.5 | 741 | |||||||||||||||||||
2,246 | 2,222 | 7.3 | 2,230 | |||||||||||||||||||||||||
Consumer Durables and Apparel | ||||||||||||||||||||||||||||
Lakeshore Learning (7) | Senior Secured First Lien Term Loan | S + 350 (50 Floor) | 8.72 | % | 09/2028 | 748 | 742 | 2.5 | 744 | |||||||||||||||||||
748 | 742 | 2.5 | 744 | |||||||||||||||||||||||||
Consumer Services | ||||||||||||||||||||||||||||
Golden Nugget Inc (Landry’s) (7) | Senior Secured First Lien Term Loan | S + 400 (50 Floor) | 9.10 | % | 01/2029 | 748 | 737 | 2.5 | 740 | |||||||||||||||||||
Inspire Brands, Inc. (Arby’s & Buffalo Wild Wings) (7) | Senior Secured First Lien Term Loan | S + 300 (75 Floor) | 8.20 | % | 12/2027 | 748 | 740 | 2.5 | 744 | |||||||||||||||||||
J&J Ventures Gaming (7) | Senior Secured First Lien Term Loan | L + 400 (75 Floor) | 9.54 | % | 04/2028 | 748 | 739 | 2.5 | 743 | |||||||||||||||||||
2,244 | 2,216 | 7.5 | 2,227 | |||||||||||||||||||||||||
Energy | ||||||||||||||||||||||||||||
TallGrass Energy (Prairie ECI) (7) | Senior Secured First Lien Term Loan | L + 475 | 9.94 | % | 03/2026 | 750 | 742 | 2.5 | 742 | |||||||||||||||||||
750 | 742 | 2.5 | 742 | |||||||||||||||||||||||||
Financial Services | ||||||||||||||||||||||||||||
Blackhawk Network Holdings, Inc. (7) | Senior Secured First Lien Term Loan | S + 300 | 8.26 | % | 06/2025 | 748 | 742 | 2.5 | 743 | |||||||||||||||||||
748 | 742 | 2.5 | 743 | |||||||||||||||||||||||||
Country/Security/Company | Investment Type | Interest Term* | Interest Rate | Maturity/ Dissolution Date | Principal Amount, Par Value or Shares** | Cost | Percentage of Net Assets*** | Fair Value | ||||||||||||||||||||
Food, Beverage and Tobacco | ||||||||||||||||||||||||||||
Triton Water Holdings, Inc. (7) | Senior Secured First Lien Term Loan | S + 325 (50 Floor) | 8.49 | % | 03/2028 | 748 | 722 | 2.4 | 725 | |||||||||||||||||||
748 | 722 | 2.4 | 725 | |||||||||||||||||||||||||
Health Care Equipment and Services | ||||||||||||||||||||||||||||
Aspen Dental - ADMI Corp (7) | Senior Secured First Lien Term Loan | S + 375 (50 Floor) | 8.97 | % | 12/2027 | 748 | 696 | 2.3 | 701 | |||||||||||||||||||
DuPage Medical Group (Midwest Physician) (7) | Senior Secured First Lien Term Loan | L + 325 (75 Floor) | 8.79 | % | 03/2028 | 748 | 696 | 2.3 | 691 | |||||||||||||||||||
Medical Solutions LLC (7) | Senior Secured First Lien Term Loan | S + 350 (50 Floor) | 8.86 | % | 11/2028 | 748 | 701 | 2.3 | 705 | |||||||||||||||||||
Medline Industries (Mozart Borrower) (7) | Senior Secured First Lien Term Loan | S + 325 (50 Floor) | 8.47 | % | 10/2028 | 748 | 737 | 2.5 | 740 | |||||||||||||||||||
2,992 | 2,830 | 9.4 | 2,837 | |||||||||||||||||||||||||
Insurance | ||||||||||||||||||||||||||||
Sedgwick CMS Holdings, Inc. (7) | Senior Secured First Lien Term Loan | S + 375 | 8.85 | % | 02/2028 | 748 | 743 | 2.5 | 745 | |||||||||||||||||||
748 | 743 | 2.5 | 745 | |||||||||||||||||||||||||
Materials | ||||||||||||||||||||||||||||
Novolex - Flex Acquisition Company, Inc. (7) | Senior Secured First Lien Term Loan | S + 425 (50 Floor) | 9.45 | % | 04/2029 | 748 | 734 | 2.5 | 738 | |||||||||||||||||||
748 | 734 | 2.5 | 738 | |||||||||||||||||||||||||
Media and Entertainment | ||||||||||||||||||||||||||||
Authentic Brands Group - ABG (7) | Senior Secured First Lien Term Loan | S + 400 | 9.35 | % | 12/2028 | 565 | 562 | 1.9 | 564 | |||||||||||||||||||
Authentic Brands Group - ABG (5)(7) | Delayed Draw Term Loan | 12/2028 | — | — | — | — | ||||||||||||||||||||||
Red Ventures, LLC (7) | Senior Secured First Lien Term Loan | S + 300 | 8.10 | % | 02/2030 | 748 | 743 | 2.5 | 744 | |||||||||||||||||||
Yahoo/Verizon Media (7) | Senior Secured First Lien Term Loan | S + 550 (75 Floor) | 10.60 | % | 09/2027 | 740 | 711 | 2.4 | 714 | |||||||||||||||||||
2,053 | 2,016 | 6.8 | 2,022 | |||||||||||||||||||||||||
Pharmaceuticals, Biotechnology and Life Sciences | ||||||||||||||||||||||||||||
Parexel (Phoenix Newco, Inc.) (7) | Senior Secured First Lien Term Loan | S + 325 (50 Floor) | 8.47 | % | 11/2028 | 748 | 741 | 2.5 | 743 | |||||||||||||||||||
748 | 741 | 2.5 | 743 | |||||||||||||||||||||||||
Real Estate Management and Development | ||||||||||||||||||||||||||||
Chamberlain Group (Chariot Buyer) (7) | Senior Secured First Lien Term Loan | S + 325 (50 Floor) | 8.45 | % | 11/2028 | 748 | 728 | 2.4 | 732 | |||||||||||||||||||
748 | 728 | 2.4 | 732 | |||||||||||||||||||||||||
Software and Services | ||||||||||||||||||||||||||||
Asurion, LLC (7) | Senior Secured First Lien Term Loan | S + 425 | 9.35 | % | 08/2028 | 748 | 707 | 2.4 | 713 | |||||||||||||||||||
Endure Digital (Endurance Intl) | Senior Secured First Lien Term Loan | L + 350 (75 Floor) | 8.79 | % | 02/2028 | 748 | 690 | 2.3 | 699 | |||||||||||||||||||
Milano Acquisition Corp (Gainwell) (7) | Senior Secured First Lien Term Loan | S + 400 (75 Floor) | 9.24 | % | 10/2027 | 748 | 732 | 2.5 | 738 | |||||||||||||||||||
RealPage, Inc. (7) | Senior Secured First Lien Term Loan | S + 300 (50 Floor) | 8.22 | % | 04/2028 | 748 | 728 | 2.4 | 733 | |||||||||||||||||||
RevSpring, Inc. (7) | Senior Secured First Lien Term Loan | S + 400 | 9.50 | % | 10/2025 | 748 | 717 | 2.4 | 721 | |||||||||||||||||||
3,740 | 3,574 | 12.0 | 3,604 | |||||||||||||||||||||||||
Utilities | ||||||||||||||||||||||||||||
Granite Energy LLC (7) | Senior Secured First Lien Term Loan | L + 375 (100 Floor) | 8.94 | % | 11/2026 | 741 | 730 | 2.4 | 731 | |||||||||||||||||||
741 | 730 | 2.4 | 731 | |||||||||||||||||||||||||
Total Debt Investments United States | 23,620 | $ | 22,990 | 76.7 | % | $ | 23,082 | |||||||||||||||||||||
Country/Security/Company | Investment Type | Interest Term * | Interest Rate | Maturity/ Dissolution Date | Principal Amount, Par Value or Shares ** | Cost | Percentage of Net Assets *** | Fair Value | ||||||||||||||||||||
New Zealand | ||||||||||||||||||||||||||||
Debt Investments | ||||||||||||||||||||||||||||
Software & Services | ||||||||||||||||||||||||||||
Pushpay USA Inc. (4)(5)(6) | Unitranche First Lien Revolver | 05/2029 | — | (13 | ) | — | (13 | ) | ||||||||||||||||||||
Pushpay USA Inc. (6) | Unitranche First Lien Term Loan | S + 675 (75 Floor) | 11.97 | % | 05/2030 | 5,571 | 5,404 | 17.9 | 5,404 | |||||||||||||||||||
Total Debt Investments New Zealand | 5,571 | 5,391 | 17.9 | 5,391 | ||||||||||||||||||||||||
Total Investments | $ | 28,381 | 94.6 | % | $ | 28,473 | ||||||||||||||||||||||
Cash Equivalents | ||||||||||||||||||||||||||||
Dreyfus Government Cash Management Institutional Fund | Cash Equivalents | — | 5.00 | % | — | 69,699 | 69,699 | 231.6 | 69,699 | |||||||||||||||||||
Cash Equivalents Total | $ | 69,699 | 231.6 | % | $ | 69,699 | ||||||||||||||||||||||
Investments and Cash Equivalents Total | $ | 98,080 | 326.2 | % | $ | 98,172 | ||||||||||||||||||||||
* | The majority of the investments bear interest at a rate that may be determined by reference to LIBOR (“L”) or SOFR (“S”) and which reset monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over the reference rate and the current interest rate in effect at the reporting date. The impact of a credit spread adjustment, if applicable, is included within the stated all-in interest rate. As of June 30, 2023, the reference rates for the Company’s variable rate loans are represented in the below table. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
** | The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ($) unless otherwise noted. |
*** | Percentage is based on net assets of $30,090 as of June 30, 2023. |
Tenor | ||||||||||||||||||||
Reference Rate | Overnight | 1 month | 3 month | 6 Month | 12 Month | |||||||||||||||
LIBOR (“L”) | 5.06 | % | 5.22 | % | 5.55 | % | 5.76 | % | 6.04 | % | ||||||||||
SOFR (“S”) | — | 5.14 | % | 5.27 | % | 5.39 | % | 5.40 | % |
(1) | All positions held are non-controlled/non-affiliated Non-controlled/non-affiliated |
(2) | All debt investments are income-producing, unless otherwise noted. Equity and member interests are non-income-producing unless otherwise noted. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act. Its investments are therefore generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. |
(3) | The fair value of the investment was determined using significant unobservable inputs unless otherwise noted, as defined by the 1940 Act. See Note 2 “Summary of Significant Accounting Policies”. |
(4) | The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan. |
(5) | Position or portion thereof is an unfunded loan commitment and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee. See Note 6 “Commitments and Contingencies”. |
(6) | Investment is not a qualifying investment as defined under section 55 (a) of the Investment Company Act of 1940. Qualifying assets must represent at least 70% of total assets at the time of acquisition. The Company’s percentage of non-qualifying assets based on fair value was 18.93% as of June 30, 2023. |
(7) | This investment is valued using observable inputs and is considered a Level 2 investment per FASB guidance under ASC 820. See Note 5 for further information related to investments at fair value. |
• | utilizing the experience and expertise of the management team of the investment adviser, along with the broader resources of Crescent, in sourcing, evaluating and structuring transactions, |
• | employing an investment approach focused on long-term credit performance and principal protection, generally investing in loans with loan-to-value |
• | focusing primarily on loans and securities of middle-market private U.S. borrowers who seek access to financing and who historically relied heavily on bank lending or capital markets. We believe this opportunity set generates favorable pricing and more rigorous structural protections relative to that offered by investments in the broadly syndicated markets. From time to time, we may also invest in loans and debt securities issued by corporate borrowers outside of the middle-market private borrower space to the extent we believe such investments enhance the overall risk/return profile for our common stockholders and help us meet our investment objectives; and |
• | maintaining rigorous portfolio monitoring in an attempt to mitigate negative credit events within our portfolio. |
• | The Crescent Platform. |
• | Reviewed over 17,000 transactions |
• | Originated opportunities from over 1,200 unique private equity firms |
• | Closed one or more debt financings with over 260 unique private equity firms |
• | Scale and Tenure in the Credit Markets. |
• | Seasoned and Integrated Investment Team. |
• | Established, Research-Focused Investment Process. |
deep understanding of individual companies and their respective industries, management and prospects. We believe Crescent’s disciplined investment approach is distinguished by the following: |
• | Credit-Focused Due Diligence. |
• | Ability to Structure Investments Creatively. |
• | Active Portfolio Monitoring. |
• | Long-Term Investment Horizon. |
• | Track Record of Strong Capital Preservation. core component of Crescent’s investment philosophy. In addition to its focus on sustainable businesses, Crescent employs a highly selective and rigorous diligence and investment evaluation process focused on identification of potential risks. Crescent believes tight credit structuring is a fundamental part of the risk and recovery calculus, as the illiquidity in private credit means that secondary market liquidity is not a reliable risk mitigant. This philosophy has translated into what we believe to be one of the strongest track records in the private credit space. Since inception, Crescent’s Credit Solutions (1992) (formerly known as “Mezzanine”), CCAP (2015), Direct Lending (2005) and European Specialty Lending strategies (2014) (collectively, “Crescent Private Credit”) have experienced historical net loss ratios of less than 20 basis points, 12 basis points, 5 basis points and 0 basis points, respectively. |
• | Breadth of Middle Market Coverage. |
• | an assessment of the overall macroeconomic environment and financial markets and how such assessment may impact industry and asset selection; |
• | company-specific research and analysis; and |
• | with respect to each individual company, an emphasis on capital preservation, low volatility and minimization of downside risk. |
• | a comprehensive analysis of issuer creditworthiness, including a quantitative and qualitative assessment of the issuer’s business; |
• | an evaluation of a company’s market position, brand awareness, operational excellence, barriers to entry, such as high start-up costs or other obstacles that prevent new competitors from easily entering the portfolio company’s industry or area of business, and management team; and |
• | an in-depth examination of capital structure, financial results and projections. |
• | targeting a total return on our investments (including from both interest and potential equity appreciation) that compensates us for credit risk; |
• | incorporating call protection and interest rate floors for floating rate loans, into the investment structure; and |
• | negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with preservation of our capital. Such |
restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or participation rights. |
• | assessment of success of the portfolio company in adhering to its business plan and compliance with covenants; |
• | review of monthly and quarterly financial statements and financial projections for portfolio companies; |
• | contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; |
• | comparisons to other companies in the industry; and |
• | attendance and participation in board meetings. |
1. | Involves the least amount of risk relative to cost or amortized cost. Investment performance is above expectations since origination or acquisition. Trends and risk factors are generally favorable, which may include financial performance or a potential exit. |
2. | Involves a level of risk that is similar to the risk at the time of origination or acquisition. The investment is generally performing as expected, and the risks around our ability to ultimately recoup the cost of the investment are neutral to favorable relative to the time of origination or acquisition. New investments are generally assigned a rating of 2 at origination or acquisition. |
3. | Indicates an investment performing below expectations where the risks around our ability to ultimately recoup the cost of the investment have increased since origination or acquisition. For debt investments, borrowers are more likely than not in compliance with debt covenants and loan payments are generally not past due. An investment rating of 3 requires closer monitoring. |
4. | Indicates an investment performing materially below expectations where the risks around our ability to ultimately recoup the cost of the investment have increased materially since origination or acquisition. For debt investments, borrowers may be out of compliance with debt covenants and loan payments may be past due (but generally not more than 180 days past due). Non-accrual status is strongly considered for debt investments rated 4. |
5. | Indicates an investment performing substantially below expectations where the risks around our ability to ultimately recoup the cost of the investment have substantially increased since origination or acquisition. We do not expect to recover our initial cost basis from investments rated 5. Debt investments with an investment rating of 5 are generally in payment and/or covenant default and are on non-accrual status. |
Name, Address and Age (1) | Position(s) Held with the Fund | Term of Office and Length of Time Served | Principal Occupation During Past 5 Years | Number of Portfolio Companies in Fund Complex Overseen by Director (2) | Other Directorships Held by Director | |||||||||
Independent Directors | ||||||||||||||
Kathleen S. Briscoe, born 1960 | Director and Chair of the Nominating and Governance Committee | Class I Director since 2023 (term expires in 2024) | Partner and Chief Capital Officer of Dermody Properties (real estate firm), Chief Investment Officer, Real Estate of Cordia Capital (real estate firm) | 2 | CCAP. |
Name, Address and Age (1) | Position(s) Held with the Fund | Term of Office and Length of Time Served | Principal Occupation During Past 5 Years 5 | Number of Portfolio Companies in Fund Complex Overseen by Director (2) | Other Directorships Held by Director | |||||
Susan Yun Lee, born 1980 | Director and Chair of the Audit Committee | Class II Director since 2023 (term expires in 2025) | Chief Investment Officer of Clif Family Foundation (endowed foundation), Partner of Bormio Capital (family office), Member of the Investment Committee of The Library Foundation (independent fundraising organization), Chief Investment Officer of Sentinel Management, LLC (commercial real estate asset manager) | 2 | CCAP. | |||||
Martha Solis-Turner, born 1963 | Director | Class III Director since 2023 (term expires in 2026) | Class Officer Dartmouth, Class of 1982 (alumni association), Community Leadership Board Member, Mile High Early Learning Centers (early childhood education center) | 1 | None. | |||||
Interested Directors | ||||||||||
Jason A. Breaux, born 1973 | Director and Chair of the Board | Class I Director since 2023 (term expires in 2024); Chair of the Board since 2023 (indefinite term) | Chief Executive Officer of CCAP (publicly traded business development company), President of CCAP, Chairman of Crescent Cap Advisors, LLC’s investment committee and Managing Director of Crescent within private credit | 2 | CCAP. |
Name, Address and Age (1) | Position(s) Held with the Fund | Term of Office and Length of Time Served | Principal Occupation During Past 5 Years 5 | Number of Portfolio Companies in Fund Complex Overseen by Director (2) | Other Directorships Held by Director | |||||
Christopher G. Wright, born 1972 | Director | Class II Director since 2023 (term expires in 2025) | Managing Director and Head of Private Markets of Crescent’s Management Committee (alternative asset manager) | 1 | None. |
(1) | The address for each of the individuals listed above is c/o Crescent Private Credit Income Corp., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025. |
(2) | “Fund Complex,” is defined to include investment companies registered under the Investment Company Act and BDCs that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or affiliated investment advisers. As of the date of this prospectus, the Fund Complex consists of the Fund and CCAP. |
Name, Address and Age (1) | Position(s) Held with the Fund | Term of Office and Length of Time Served | Principal Occupation During Past 5 Years | |||
Eric Hall, born 1982 | Chief Executive Officer | Since 2023 (indefinite term) | Managing Director of Crescent within private credit. Prior to joining Crescent, Mr. Hall was a Financial Analyst in Lehman Brother’s Investment Banking Division (investment banking company). | |||
Raymond Barrios, born 1978 | President | Since 2023 (indefinite term) | Managing Director of CCAP and Crescent, focusing on private credit. Mr. Barrios is currently a senior investment professional for Crescent Cap Advisors. | |||
Kirill Bouek, born 1984 | Chief Financial Officer | Since 2023 (indefinite term) | Controller of CCAP. Prior to joining Crescent, Mr. Bouek worked at THL Credit (alternative credit investment manager), where he was the Controller for its private debt business, which included a publicly traded business development company and several private fund structures. | |||
Erik Barrios, born 1978 | Chief Compliance Officer | Since 2023 (indefinite term) | Chief Compliance Officer of CCAP, Senior Vice President, Legal Counsel and Deputy Chief Compliance Officer of Crescent. Prior to joining Crescent in 2022, Mr. Barrios was Vice President, Legal & Compliance at The Carlyle Group (private equity, alternative asset management and financial services company). | |||
George P. Hawley, born 1968 | Secretary | Since 2023 (indefinite term) | Secretary of CCAP, General Counsel of Crescent and General Counsel. |
(1) | The address for each of the individuals listed above is c/o Crescent Private Credit Income Corp., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025. |
Annual Committee Chair Cash Retainer | ||||||||||||||||||||
Annual Cash Retainer | Board Meeting Fee | Audit | Nominating and Governance | Committee Meeting Fee | Special Meeting Fee | |||||||||||||||
$50,000 (NAV up to $1 billion) | $ | 2,500 | $ | 7,500 | None | $ | 1,000 | $ | 500 | |||||||||||
$75,000 (NAV $1 billion to $2 billion) | $ | 2,500 | $ | 7,500 | None | $ | 1,000 | $ | 500 | |||||||||||
$100,000 (NAV greater than $2 billion) | $ | 2,500 | $ | 7,500 | | None | | $ | 1,000 | $ | 500 |
Name | Position | Length of Service with Crescent (years) | Principal Occupation(s) During Past Five Years | |||
Raymond Barrios | President of the Fund, Managing Director of Crescent | Since 2008 | Managing Director of CCAP and Crescent, focusing on private credit. Mr. Barrios is currently a senior investment professional for Crescent Cap Advisors. | |||
Jason A. Breaux | Director and Chair of the Board of the Fund, Managing Director of Crescent | Since 2000 | Chief Executive Officer of CCAP, President of CCAP, Chairman of Crescent Cap Advisors, LLC’s investment committee and Managing Director of Crescent within private credit. | |||
Kimberly Grant | Managing Director of Crescent | Since 2005 | Serves on Crescent Cap NT Advisors, LLC’s investment committees. | |||
Eric Hall | Chief Executive Officer of the Fund, Managing Director of Crescent | Since 2007 | Managing Director of Crescent within private credit. | |||
Christopher G. Wright | Director of the Fund, Managing Director and Head of Private Markets of Crescent’s Management Committee | Since 2001 | Managing Director and Head of Private Markets of Crescent’s Management Committee. |
Name of Portfolio Manager | Dollar Range of Equity Securities in Crescent Private Credit Income Corp. (1) | |
Raymond Barrios | None | |
Jason A. Breaux | None | |
Kimberly Grant | None | |
Eric Hall | None | |
Christopher G. Wright | None |
(1) | Dollar ranges are as follows: none, $1—$10,000, $10,001—$50,000, $50,001—$100,000, $100,001—$500,000, $500,001—$1,000,000 or over $1,000,000. |
Type of Account | Number of Accounts | Assets of Accounts (in millions) | Number of Accounts Subject to a Performance Fee | Assets Subject to a Performance Fee (in millions) | ||||||||||||
Raymond Barrios | ||||||||||||||||
Registered investment companies/ Business development companies | 1 | $ | 150 | 1 | $ | 150 | ||||||||||
Other pooled investment vehicles | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
Other accounts | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
Jason A. Breaux | ||||||||||||||||
Registered investment companies / Business development companies | 2 | $ | 2,050 | 2 | $ | 2,050 | ||||||||||
Other pooled investment vehicles | 21 | $ | 3,887 | 21 | $ | 3,887 | ||||||||||
Other accounts | 4 | $ | 1,692 | 4 | $ | 1,692 | ||||||||||
Kimberly Grant | ||||||||||||||||
Registered investment companies / Business development companies | 1 | $ | 150 | 1 | $ | 150 | ||||||||||
Other pooled investment vehicles | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
Other accounts | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
Eric Hall | ||||||||||||||||
Registered investment companies / Business development companies | 1 | $ | 150 | 1 | $ | 150 | ||||||||||
Other pooled investment vehicles | 2 | $ | 185 | 2 | $ | 185 | ||||||||||
Other accounts | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
Christopher G. Wright | ||||||||||||||||
Registered investment companies / Business development companies | 2 | $ | 2,050 | 2 | $ | 2,050 | ||||||||||
Other pooled investment vehicles | 34 | $ | 13,757 | 34 | $ | 13,757 | ||||||||||
Other accounts | 12 | $ | 3,654 | 4 | $ | 1,692 |
• | No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which ourpre-incentive fee net investment income does not exceed the hurdle rate of 1.25% per quarter ( 5.0% annualized); |
• | 100% of the dollar amount of our pre-incentive fee net investment income with respect to that portion of suchpre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than a rate of return of 1.4286% (5.714% annualized). We refer to this portion of ourpre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286%) as the“catch-up.” The“catch-up” is meant to provide our investment adviser with approximately 12.5% of ourpre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.4286% in any calendar quarter; and |
• | 12.5% of the dollar amount of our pre-incentive fee net investment income, if any, that exceeds a rate of return of 1.4286% (5.714% annualized). This reflects that once the hurdle rate is reached and thecatch-up is achieved, 12.5% of allpre-incentive fee net investment income thereafter are allocated to our investment adviser. |
• | 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees, as calculated in accordance with GAAP. |
Incentive fee | = 12.5% x Pre-Incentive Fee Net Investment Income, subject to “catch-up” (4) | |
= 1.3875%—1.25% | ||
= 0.1375% | ||
= 100% x 0.1375% | ||
= 0.1375% |
Incentive fee | = 12.5% x Pre-Incentive Fee Net Investment Income, subject to “catch-up” (4) | |
Incentive fee | = 100% x “catch-up” (4) + (12.5% x (Pre-Incentive Fee Net Investment Income—1.4286%)) | |
Catch-up = 1.4286%—1.25% | ||
= 0.1786% | ||
Incentive Fee | = (100% x 0.1786%) + (12.5% x (2.4875%—1.4286%)) | |
= 0.1786% + (12.5% x 1.0589%) | ||
= 0.1786% + 0.1324% | ||
= 0.3110% |
* | The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets. |
(1) | Represents 5.0% annualized hurdle rate. |
(2) | Represents 1.25% annualized base management fee. |
(3) | Hypothetical other expenses. Excludes offering expenses. |
(4) | The “catch-up” provision is intended to provide the investment adviser with an incentive fee of 12.5% on all of the Fund’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Fund’s pre-incentive fee net investment income exceeds 1.4286% in any calendar quarter. |
Year 1 incentive fee | = 12.5% x (0) | |
= 0 | ||
= no incentive fee | ||
Year 2 incentive fee | = 12.5% x (6%—1%) | |
= 12.5% x 5% | ||
= 0.625% |
(a) | “organization and offering expenses” of the Fund associated with this offering, as provided for in Conduct Rule 2310(a)(12) of FINRA; |
(b) | calculating the Fund’s net asset value (including the cost and expenses of any independent valuation firms or pricing services); |
(c) | fees and expenses, including travel expenses, incurred by our investment adviser or payable to third parties, including agents, consultants or other advisors, in performing due diligence on prospective portfolio companies, monitoring the Fund’s investments (including the cost of consultants hired to develop technology systems designed to monitor the Fund’s investments) and, if necessary, enforcing the Fund’s rights; |
(d) | costs and expenses related to the formation and maintenance of entities or special purpose vehicles to hold assets for tax, financing or other purposes; |
(e) | expenses related to consummated and unconsummated portfolio investments including, without limitation any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments, including expenses relating to unconsummated investments that may have been attributable to co-investors had such investments been consummated; |
(f) | debt servicing (including interest, fees and expenses related to the Fund’s indebtedness) and other costs arising out of borrowings, leverage, guarantees or other financing arrangements, including, but not limited to, the arrangements thereof; |
(g) | offerings of the Fund’s Common Shares and the Fund’s other securities; |
(h) | costs of effecting sales and repurchases of the Fund’s Common Shares and other securities, if any; |
(i) | the Base Management Fee and any Incentive Fee (each as defined in the Investment Advisory and Management Agreement); |
(j) | dividends and other distributions on the Fund’s Common Shares; |
(k) | administration fees and/or expenses payable to our administrator under the Administration Agreement; |
(l) | fees payable, if any, under any distribution manager, intermediary manager or selected intermediary agreements; |
(m) | fees payable under the Fund’s distribution and stockholder servicing plan adopted pursuant to Rule 12b-1 under the Investment Company Act; |
(n) | fees and expenses incurred in connection with the services of representatives, depositories, paying agents, transfer agents, escrow agents, dividend agents, trustees, rating agencies and custodians; |
(o) | the allocated costs incurred by our administrator in providing managerial assistance to those portfolio companies that request it; |
(p) | other expenses incurred by our investment adviser, our administrator, any sub-administrator or the Fund in connection with administering its business, including payments made to third-party providers of goods or services and payments to our administrator that will be based upon the Fund’s allocable portion of overhead; |
(q) | amounts payable to third parties, including representatives, depositories, paying agents, agents, consultants or other advisors, relating to, or associated with, evaluating, making and disposing of investments (excluding payments to third-party vendors for financial information services and costs associated with meeting potential sponsors); |
(r) | fees and expenses associated with marketing efforts associated with the offer and sale of the Fund’s securities (including attendance at investment conferences and similar events); |
(s) | brokerage fees and commissions; |
(t) | federal, state and local registration fees, including those contemplated by the AIFM Directive or any national private placement regime in any jurisdiction; |
(u) | all costs of registration and qualifying the Fund’s securities pursuant to the rules and regulations of the SEC or any other regulatory authority, including those contemplated by the AIFM Directive or any national private placement regime in any jurisdiction; |
(v) | federal, state and local taxes; |
(w) | independent director fees and expenses; |
(x) | costs associated with the Fund’s reporting and compliance obligations under the Investment Company Act, applicable U.S. federal and state securities laws, including compliance with the Sarbanes-Oxley Act, and the AIFM Directive or any national private placement regime in any jurisdiction (including any reporting required in connection with Annex IV of the AIFM Directive); |
(y) | costs of preparing and filing reports or other documents required by governmental bodies (including the SEC) and any agency administering the securities laws of a state, and the compensation of professionals responsible for the foregoing; |
(z) | costs associated with individual or group stockholders, including the costs of any reports, proxy statements or other notices to the Fund’s stockholders, including printing costs and the costs of investor relations personnel responsible for the foregoing and related matters; |
(aa) | costs of holding Board meetings and stockholder meetings, and the compensation of professionals responsible for the foregoing; |
(bb) | the Fund’s fidelity bond; |
(cc) | outside legal expenses; |
(dd) | accounting expenses (including costs and fees of the Fund’s independent accounting firm and fees, disbursements and expenses related to the audit of the Fund and the preparation of the Fund’s tax information); |
(ee) | directors and officers/errors and omissions liability insurance, and any other insurance premiums; |
(ff) | costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute, and indemnification and other non-recurring or extraordinary expenses; |
(gg) | direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, audit and legal costs; |
(hh) | dues, fees and charges of any trade association of which the Fund is a member; |
(ii) | costs of hedging, including the use of derivatives by the Fund; |
(jj) | costs associated with investor relations efforts; |
(kk) | proxy voting expenses; |
(ll) | costs of information technology and related costs, including costs related to software, hardware and other technological systems (including specialty and custom software); |
(mm) | fees, costs and expenses of winding up and liquidating the Fund’s assets; |
(nn) | costs of preparing financial statements and maintaining books and records; and |
(oo) | all other expenses reasonably incurred by the Fund, our administrator or any sub-administrator in connection with administering the Fund’s business. |
• | the nature, quality and extent of the advisory and other services to be provided to the Fund by our investment adviser; |
• | the proposed investment advisory fee rates to be paid by the Fund to our investment adviser; |
• | the fee structures of comparable externally managed business development companies that engage in similar investing activities; |
• | our projected operating expenses and expense ratio compared to business development companies with similar investment objectives; and |
• | information about the services to be performed and the personnel who would be performing such services under the Investment Advisory and Management Agreement; and the organizational capability and financial condition of our investment adviser and its affiliates. |
• | We may not purchase or lease assets in which our investment adviser or any of its affiliates has an interest unless (i) we fully disclose the terms of the transaction to our common stockholders, the terms are reasonable to us and the price does not exceed the lesser of cost or fair market value, as determined by an independent expert or (ii) such purchase or lease of assets is consistent with the Investment Company Act or an exemptive order under the Investment Company Act issued to us by the SEC; |
• | We may not invest in general partnerships or joint ventures with affiliates and non-affiliates unless certain conditions are met; |
• | Our investment adviser and its affiliates may not acquire assets from us unless (i) approved by our common stockholders entitled to cast a majority of the votes entitled to be cast on the matter or (ii) such acquisition is consistent with the Investment Company Act or an exemptive order under the Investment Company Act issued to us by the SEC; |
• | We may not lease assets to our investment adviser or its affiliates unless the transaction occurs at our formation, we disclose the terms of the transaction to our common stockholders and such terms are fair and reasonable to us; |
• | We may not make any loans, credit facilities, credit agreements or otherwise to investment adviser or its affiliates except for the advancement of funds as permitted by our charter or unless otherwise permitted by the Investment Company Act or applicable guidance or exemptive relief of the SEC; |
• | We may not acquire assets from our affiliates in exchange for our Common Shares; |
• | We may not pay a commission or fee, either directly or indirectly to our investment adviser or its affiliates in connection with the reinvestment of cash flows from operations and available reserves or of the proceeds of the resale, exchange or refinancing of our assets, except as otherwise permitted under the Investment Company Act or exemptive relief granted by the SEC pursuant thereto, or by a determination of the SEC or its staff under the Investment Company Act; |
• | Our investment adviser may not charge duplicate fees to us; and |
• | Our investment adviser may not provide financing to us with a term in excess of 12 months. |
• | each person known to us to be expected to beneficially own more than 5% of the outstanding Common Shares; |
• | each of our directors and each executive officers; and |
• | all of our directors and executive officers as a group. |
Shares Beneficially Owned | ||||||||
Name and Address | Number | Percentage | ||||||
Interested Directors | ||||||||
Jason A. Breaux | — | — | % | |||||
Christopher G. Wright | — | — | % | |||||
Independent Directors | ||||||||
Kathleen S. Briscoe | — | — | % | |||||
Susan Yun Lee | — | — | % | |||||
Martha Solis-Turner | — | — | % | |||||
Executive Officers Who Are Not Directors | ||||||||
Eric Hall | — | — | % | |||||
Raymond Barrios | — | — | % | |||||
Kirill Bouek | — | — | % | |||||
Erik Barrios | — | — | % | |||||
George P. Hawley | — | — | % | |||||
Other | ||||||||
All Officers and Directors as a Group 10 persons | — | — | % | |||||
5% Holders | ||||||||
BK Canada Holdings Inc. (1) | 59.9 | % | ||||||
Sun Life Assurance Company of Canada (1) | 40.0 | % |
(1) | The address for BK Canada and Sun Life Assurance is 1 York Street, Toronto, Ontario, Canada, M5J 0B6. |
Name and Address | Dollar Range of Equity Securities in Crescent Private Credit Income Corp. (1)(2) | Aggregate Dollar Range of Equity Securities in the Fund Complex (1) | ||||||
Interested Directors | ||||||||
Jason A. Breaux | None | Over $100,000 | ||||||
Christopher G. Wright | None | Over $100,000 | ||||||
Independent Directors | ||||||||
Kathleen S. Briscoe | None | None. | ||||||
Susan Yun Lee | None | None. | ||||||
Martha Solis-Turner | None | None. |
(1) | Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. |
(2) | The dollar range of equity securities expected to be beneficially owned are: none, $1—$10,000, $10,001—$50,000, $50,001—$100,000 or over $100,000. |
Title of Class | Amount Authorized | Amount Held by Fund for its Account | Amount Outstanding as of August 31, 2023 | |||||||||
Common Stock | 300,000,000 | — | 2,997,407 | |||||||||
Class S | 100,000,000 | — | — | |||||||||
Class D | 100,000,000 | — | — | |||||||||
Class I | 100,000,000 | — | 2,997,407 |
• | the indemnitee determined, in good faith, that the course of conduct which caused the loss or liability was in our best interests; |
• | the indemnitee was acting on our behalf or performing services for us; |
• | in the case of affiliated directors or Crescent, the liability or loss was not the result of negligence or misconduct; and |
• | in the case of our independent directors, the liability or loss was not the result of gross negligence or willful misconduct. |
• | there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the party seeking indemnification; |
• | such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such party; or |
• | a court of competent jurisdiction approves a settlement of the claims against such party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which our securities were offered or sold as to indemnification for violations of securities laws. |
• | the proceeding relates to acts or omissions with respect to the performance of duties or services on our behalf; |
• | the indemnitee provides us with written affirmation of such indemnitee’s good faith belief that such indemnitee has met the standard of conduct necessary for indemnification; |
• | the legal proceeding was initiated by a third party who is not a stockholder or, if by a stockholder acting in his, her or its capacity as such, a court of competent jurisdiction approves such advancement; and |
• | the indemnitee provides us with a written agreement to repay the amount paid or reimbursed, together with the applicable legal rate of interest thereon, if it is ultimately determined that such indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnification. |
• | one-tenth or more but less thanone-third; |
• | one-third or more but less than a majority; or |
• | a majority or more of all voting power. |
• | any person who, directly or indirectly, beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or |
• | an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation. |
• | 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and |
• | two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. |
• | a transaction involving our securities that have been for at least 12 months listed on a national securities exchange; or |
• | a transaction involving our conversion to a corporate, trust, or association form if, as a consequence of the transaction, there will be no significant adverse change in any of the following: stockholder voting rights; the term of our existence; compensation to our investment adviser; or our investment objectives. |
• | accepting the securities of a Roll-up Entity offered in the proposedRoll-up Transaction; or |
• | one of the following: |
• | remaining as holders of Common Shares and preserving their interests therein on the same terms and conditions as existed previously; or |
• | receiving cash in an amount equal to the stockholder’s pro rata |
• | that would result in the holders of Common Shares having democracy rights in a Roll-up Entity that are less than those provided in our charter and bylaws and described elsewhere in this prospectus, including rights with respect to the election and removal of directors, annual reports, annual and special meetings, amendment of our charter, and our dissolution; |
• | that includes provisions that would operate to materially impede or frustrate the accumulation of shares of stock by any purchaser of the securities of the Roll-up Entity, except to the minimum extent necessary to preserve the tax status of theRoll-up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of theRoll-up Entity on the basis of the number of shares of stock held by that investor; |
• | in which investors’ rights to access of records of the Roll-up Entity will be less than those provided in the “—Access to Records” section below; or |
• | in which any of the costs of the Roll-up Transaction would be borne by us if theRoll-up Transaction is rejected by the holders of Common Shares. |
• | Each investment is initially valued by the investment professionals responsible for monitoring that investment. |
• | Our investment adviser has established pricing and Valuations Committees, which are responsible for reviewing and approving the fair valuation recommendations from the investment professionals. |
• | The valuations of certain portfolio investments are independently corroborated by third-party valuation firms based on certain criteria including investment size and risk profile. |
• | Final valuation determinations and supporting materials are provided to the Board quarterly as part of the Board’s oversight of our investment adviser as the valuation designee. |
Stockholder Servicing and/or Distribution Fee as a % of NAV | ||||
Class S shares | 0.85 | % | ||
Class D shares | 0.25 | % | ||
Class I shares | None |
(a) | the Fund shall not be held liable pursuant to either right of action if the Fund proves the purchaser purchased the Common Shares with knowledge of the Misrepresentation; |
(b) | in an action for damages, the Fund is not liable for all or any portion of such damages that it proves do not represent the depreciation in value of the Common Shares acquired by the purchaser as a result of the Misrepresentation relied upon; |
(c) | the Fund will not be liable for a Misrepresentation in forward-looking information if the Fund proves that: |
(i) | this prospectus contains, proximate to the forward-looking information, reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and |
(ii) | the Fund has a reasonable basis for drawing the conclusion or making the forecasts and projections set out in the forward-looking information; |
(d) | in no case shall the amount recoverable pursuant to such right of action exceed the purchase price of the Common Shares acquired; and |
(e) | no action may be commenced to enforce such right of action more than: |
(i) | in the case of an action for rescission 180 days after the date of purchase of the Common Shares; or |
(ii) | in the case of an action for damages, the earlier of: |
(A) | 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action, or |
(B) | three years after the date of purchase of the Common Shares. |
(f) | an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act; |
(g) | a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; |
(h) | a Schedule III bank; |
(i) | the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or |
(j) | a subsidiary of any person referred to in paragraphs (a) to (d), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary. |
(a) | the Fund will not be liable if it proves that the purchaser purchased the Common Shares with knowledge of the Misrepresentation; |
(b) | in the case of an action for damages, the Fund will not be liable for all or any portion of the damages that it proves does not represent the depreciation in value of the Common Shares as a result of the Misrepresentation; |
(c) | other than with respect to the Fund, no person or company is liable if the person or company proves that: |
(i) | this prospectus was sent to the purchaser without the person’s or company’s knowledge or consent; and |
(ii) | after becoming aware that it was sent, the person or company promptly gave reasonable notice to the Fund that it was sent without the person’s or company’s knowledge and consent; |
(d) | other than with respect to the Fund, no person or company is liable if the person or company proves that, after becoming aware of the Misrepresentation, the person or company withdrew the person’s or company’s consent to this prospectus and gave reasonable notice to the Fund of the withdrawal and the reason for it; |
(e) | other than with respect to the Fund, no person or company is liable with respect to any part of this prospectus purporting to be made on the authority of an expert or to be a copy of, or an extract from, an expert’s report, opinion or statement, the person or company proves that they had no reasonable grounds to believe and did not believe that: |
(i) | there had been a Misrepresentation, or |
(ii) | the relevant part of this prospectus did not fairly represent the expert’s report, opinion or statement, or was not a fair copy of, or an extract from, the expert’s report or statement; |
(f) | other than with respect to the Fund, no person or company is liable with respect to any part of this prospectus not purporting to be made on an expert’s authority and not purporting to be a copy of, or an extract from, an expert’s report, opinion or statement, unless the person or company: |
(i) | did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation; or |
(ii) | believed there had been a Misrepresentation; |
(g) | in no case will the amount recoverable in any action exceed the price at which the Common Shares were sold to the purchaser; and |
(h) | the right of action for rescission or damages will be exercisable only if the purchaser commences an action to enforce such right, not later than: |
(i) | in the case of an action for rescission, 180 days after the date of purchase of the Common Shares; or |
(ii) | in the case of an action for damages, the earlier of (A) 180 days following the date the purchaser first had knowledge of the Misrepresentation, and (B) two years after the date of purchase of the Common Shares. |
(a) | this prospectus contains, proximate to that information: |
(i) | reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and |
(ii) | a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and |
(b) | the person or company had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information. |
(a) | in an action for rescission or damages, the Fund will not be liable if it proves that the purchaser purchased the Common Shares with knowledge of the Misrepresentation; |
(b) | in an action for damages, the Fund will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Common Shares as a result of the Misrepresentation; |
(c) | in no case will the amount recoverable exceed the price at which the Common Shares were sold to the purchaser; |
(d) | other than with respect to the Fund, no person is liable if the person or company proves that: |
(i) | this prospectus was delivered to the purchaser without the person’s knowledge or consent, and that, on becoming aware of its delivery, the person gave written notice to the Fund that it was delivered without the person’s knowledge or consent; |
(ii) | on becoming aware of the Misrepresentation, the person or company withdrew their consent to this prospectus and gave written notice to the Fund of the withdrawal and the reason for it; or |
(iii) | with respect to any part of this prospectus purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, the person proves that they had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of this prospectus: |
(A) | did not fairly represent the report, opinion or statement of the expert; or |
(B) | was not a fair copy of, or an extract from, the report, opinion or statement of the expert; |
(e) | other than with respect to the Fund, no person is liable with respect to any part of this prospectus not purporting to be made on an expert’s authority and not purporting to be a copy of, or an extract from, an expert’s report, opinion or statement, unless the person or company: |
(i) | did not conduct a reasonable investigation as to provide reasonable grounds for a belief that there had been no Misrepresentation; or |
(ii) | believed there had been a Misrepresentation; |
(f) | a person is not liable in an action for a Misrepresentation in forward-looking information if the person proves that: |
(i) | this prospectus contains, proximate to that information: |
(A) | reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and |
(B) | a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information, and |
(ii) | that the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information; and |
(g) | no action shall be commenced to enforce these statutory rights of action more than: |
(i) | in an action for rescission, 180 days from the date of purchase of Common Shares; or |
(ii) | in an action for damages, the earlier of: (A) one year after the purchaser first had knowledge of the Misrepresentation, or (B) six years after the date of purchase of Common Shares. |
(a) | no person will be liable if the person proves that the purchaser purchased the Common Shares with knowledge of the Misrepresentation; |
(b) | other than with respect to the Fund, no person or company is liable if the person or company proves that: |
(i) | this prospectus was sent to the purchaser without the person or company’s knowledge or consent and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the Fund that it was sent without the knowledge and consent of the person or company; |
(ii) | if the person proves that the person, on becoming aware of any Misrepresentation in this prospectus, withdrew the person or company’s consent to this prospectus and gave reasonable notice to the Fund of the withdrawal and the reason for it; |
(iii) | with respect to any part of this prospectus purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, the person or company proves that they had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of this prospectus: |
(A) | did not fairly represent the report, opinion or statement of the expert; or |
(B) | was not a fair copy of, or an extract from, the report, opinion or statement of the expert; or |
(iv) | with respect to any part of this prospectus not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (A) did not conduct an investigation sufficient to provide grounds for a belief that there had been no Misrepresentation; or (B) believed that there had been a Misrepresentation; |
(c) | in an action for damages, the Fund will not be liable for all or any part of the damages that it proves do not represent the depreciation in value of the Common Shares as a result of the Misrepresentation; |
(d) | in no case shall the amount recoverable exceed the price at which the Common Shares were offered to the purchaser under this prospectus; |
(e) | a person is not liable in an action for a Misrepresentation in forward-looking information if the person or company proves all of the following: |
(i) | this prospectus contains, proximate to that information: |
(A) | reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and |
(B) | a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and |
(ii) | the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information; and |
(f) | no action shall be started to enforce the foregoing rights: |
(i) | in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or |
(ii) | in the case of any action, other than an action for rescission, the earlier of: (A) 180 days after the purchaser first had knowledge of the Misrepresentation; or (B) three years after the date of the purchase of the Common Shares. |
(a) | in an action for rescission or damages, a person will not be liable if it proves that the purchaser purchased the Common Shares with knowledge of the Misrepresentation; |
(b) | no person or company other than the Fund is liable if the person or company proves that: |
(i) | this prospectus or the amendment to this prospectus was sent or delivered to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person’s or company’s knowledge or consent; |
(ii) | after delivery of this prospectus or the amendment to this prospectus and before the purchase of the Common Shares by the purchaser, on becoming aware of any Misrepresentation in this prospectus, or amendment to this prospectus, the person or company withdrew the person’s or company’s consent to this prospectus, or the amendment to this prospectus, and gave reasonable general notice of the withdrawal and the reason for it; or |
(iii) | with respect to any part of this prospectus or amendment to this prospectus purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of this prospectus or amendment to this prospectus: |
(A) | did not fairly represent the report, opinion or statement of the expert; or |
(B) | was not a fair copy of, or an extract from, the report, opinion or statement of the expert; |
(c) | other than with respect to the Fund, no person or company is liable with respect to any part of this prospectus or amendment to this prospectus not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (A) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation; or (B) believed that there had been a Misrepresentation; |
(d) | in an action for damages, the Fund will not liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Common Shares as a result of the Misrepresentation; |
(e) | in no case shall the amount recoverable under the right of action described herein exceed the price at which the Common Shares were offered; |
(f) | a person is not liable in an action for a Misrepresentation in forward-looking information if the person proves all of the following things: |
(i) | this prospectus contains, proximate to that information: |
(A) | reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and |
(B) | a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and |
(ii) | the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information; and |
(g) | no action may be commenced to enforce a right of action more than 120 days: |
(i) | after the date on which payment was made for the Common Shares; or |
(ii) | after the date on which the initial payment was made for Common Shares where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment. |
(a) | the Fund will not be liable if it proves that the purchaser purchased the Common Shares with knowledge of the Misrepresentation; |
(b) | no person (other than the Fund) will be liable if it proves that (i) the prospectus was sent to the purchaser without the person’s knowledge or consent and that, on becoming aware of its being sent, the person had promptly given reasonable notice to the Fund that it had been sent without the person’s knowledge or consent, (ii) on becoming aware of the Misrepresentation in the prospectus, the person had withdrawn the person’s consent to the prospectus and gave reasonable notice to the Fund of the withdrawal and the reason for it, or (iii) with respect to any part of this prospectus purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of this prospectus: (A) did not fairly represent the report, opinion or statement of the expert; or (B) was not a fair copy of, or an extract from, the report, opinion or statement of the expert; |
(c) | no person (other than the Fund) will be liable with respect to any part of the prospectus not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, unless the person (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or (ii) believed that there had been a Misrepresentation; |
(d) | a person is not liable in an action for a Misrepresentation in forward-looking information if: |
(i) | this prospectus contains, proximate to that information: |
(A) | reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and |
(B) | a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and |
(ii) | the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information; |
(e) | in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Common Shares as a result of the Misrepresentation; |
(f) | in no case shall the amount recoverable exceed the price at which the Common Shares were offered to the purchaser under this prospectus; and |
(g) | no action shall be commenced to enforce the foregoing rights: |
(i) | in the case of an action for rescission, more than 180 days after the date of the purchase of Common Shares; or |
(ii) | in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the Misrepresentation, or (ii) three years after the date of the purchase of Common Shares. |
(a) | the Fund will not be liable pursuant to either right of action if it proves that the purchaser purchased the Common Shares with knowledge of the Misrepresentation; |
(b) | in an action for damages, no person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Common Shares as a result of the Misrepresentation; |
(c) | other than with respect to the Fund, no person or company is liable if the person proves that: |
(i) | this prospectus or the amendment to this prospectus was sent to the purchaser without the person’s or company’s knowledge or consent and that, on becoming aware of its being sent or delivered, the person or company had immediately given reasonable general notice that it was so sent or delivered; or |
(ii) | after the filing of this prospectus or the amendment to this prospectus and before the purchase of the Common Shares by the purchaser, on becoming aware of the Misrepresentation in this prospectus or the amendment to this prospectus, the person or company had withdrawn their consent to this prospectus and gave reasonable notice of the withdrawal and the reason for it; |
(d) | with respect to any part of this prospectus or the amendment to this prospectus purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of this prospectus: |
(i) | did not fairly represent the report, opinion or statement of the expert; or |
(ii) | was not a fair copy of, or an extract from, the report, opinion or statement of the expert; |
(e) | other than with respect to the Fund, no person or company is liable with respect to any part of this prospectus or amendment to this prospectus not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, unless the person: |
(i) | failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation; or |
(ii) | believed that there had been a Misrepresentation; |
(f) | in no case shall the amount recoverable exceed the price at which the Common Shares were sold to the purchaser; and |
(g) | no action shall be commenced to enforce these rights more than: |
(i) | in the case of an action for rescission, 180 days after the date of purchase of the Common Shares; or |
(ii) | in the case of any action, other than an action for rescission, the earlier of one year after the purchaser first had knowledge of the facts giving rise to the cause of action or six years after the date of purchase of the Common Shares. |
(a) | this prospectus contains, proximate to that information: |
(i) | reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and |
(ii) | a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and |
(b) | the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information. |
(a) | the Fund will not be liable pursuant to either right of action if it proves that the purchaser purchased the Common Shares with knowledge of the Misrepresentation; |
(b) | other than with respect to the Fund, no person is liable if the person proves that (i) this prospectus was sent to the investor without the person’s knowledge or consent and that, on becoming aware of its being sent, the person promptly gave reasonable notice to the Fund that it was sent without the person’s knowledge or consent, (ii) on becoming aware of any Misrepresentation in this prospectus, the person withdrew the person’s consent to this prospectus and gave reasonable notice to the Fund of the withdrawal and the reason for it, or (iii) with respect to any part of this prospectus purporting to be made on the authority of an expert or to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person had no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the relevant part of this prospectus did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of or extract from the report, opinion or statement of the expert; |
(c) | other than with respect to the Fund, no person is liable with respect to any part of this prospectus not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert unless the person (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or (ii) believed that there had been a Misrepresentation; |
(d) | no person (other than the Fund) will be liable with respect to any part of the prospectus unless the person (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no Misrepresentation or (ii) believed that there had been a Misrepresentation; |
(e) | no person will be liable for a Misrepresentation in forward-looking information if: |
(i) | this prospectus contains, proximate to the forward-looking information, (A) reasonable cautionary language identifying the forward-looking information as such, and identifying material factors that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information, and (B) a statement of material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information; and |
(ii) | the person had a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the forward-looking information; |
(f) | in an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Common Shares as a result of the Misrepresentation; |
(g) | in no case shall the amount recoverable exceed the price at which the Common Shares were sold to the purchaser; and |
(h) | no action shall be commenced to enforce the foregoing rights: |
(i) | in the case of an action for rescission, more than 180 days after the date of the purchase of the Common Shares; or |
(ii) | in the case of any action, other than an action for rescission, the earlier of (A) 180 days after the purchaser first had knowledge of the Misrepresentation, or (B) three years after the date of the purchase of the Common Shares. |
• | Read this entire prospectus and any appendices and supplements accompanying this prospectus. |
• | Complete the execution copy of the subscription agreement. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Appendix A. Subscription agreements may be executed manually or by electronic signature except where the use of such electronic signature has not been approved by the intermediary manager. Should you execute the subscription agreement electronically, your electronic signature, whether digital or encrypted, included in the subscription agreement is intended to authenticate the subscription agreement and to have the same force and effect as a manual signature. |
• | Deliver a check, submit a wire transfer, instruct your broker to make payment from your brokerage account or otherwise deliver funds for the full purchase price of the Common Shares being subscribed for along with the completed subscription agreement to the participating broker. Checks should be made payable, or wire transfers directed, to “Crescent Private Credit Income Corp.” For Class S shares and Class D shares, after you have satisfied the applicable minimum purchase requirement of $2,500, additional purchases must be in increments of $500. For Class I shares, after you have satisfied the applicable minimum purchase requirement of $1,000,000, additional purchases must be in increments of $500, unless such minimums are waived by the Fund. The minimum subsequent investment does not apply to purchases made under our distribution reinvestment plan. |
• | By executing the subscription agreement and paying the total purchase price for the Common Shares subscribed for, each investor attests that he or she meets the suitability standards as stated in the subscription agreement and agrees to be bound by all of its terms. Certain participating brokers may require additional documentation. |
• | On each business day, our transfer agent will collect purchase orders. Notwithstanding the submission of an initial purchase order, we can reject purchase orders for any reason, even if a prospective investor meets the minimum suitability requirements outlined in our prospectus. Investors may only purchase our Common Shares pursuant to accepted subscription orders as of the first day of each month (based on the NAV per share as determined as of the previous day, being the last day of the preceding month), and to be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price of our Common Shares being subscribed at least five business days prior to the first day of the month. If a purchase order is received less than five business days prior to the first day of the month, unless waived by the intermediary manager, the purchase order will be executed in the next month’s closing at the transaction price applicable to that month. As a result of this process, the price per share at which your order is executed may be different than the price per share for the month in which you submitted your purchase order. |
• | Generally, within 20 business days after the first calendar day of each month, we will determine our NAV per share for each share class as of the last calendar day of the immediately preceding month, which will be the purchase price for shares purchased with that effective date. |
• | Completed subscription requests will not be accepted by us before two business days before the first calendar day of each month. |
• | Subscribers are not committed to purchase shares at the time their subscription orders are submitted and any subscription may be canceled at any time before the time it has been accepted as described in the previous sentence. You may withdraw your purchase request by notifying the transfer agent, through your financial intermediary or directly on our toll-free, automated telephone line, (888) 875-0116. |
• | You will receive a confirmation statement of each new transaction in your account as soon as practicable but generally not later than seven business days after the stockholder transactions are settled when the applicable NAV per share is determined. The confirmation statement will include information on how to obtain information we have filed with the SEC and made publicly available on our website, www.crescentprivatecredit.com |
(1) | Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions): |
(a) | is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the Investment Company Act as any issuer that: |
(i) | is organized under the laws of, and has its principal place of business in, the United States; |
(ii) | is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the Investment Company Act; and |
(iii) | does not have any class of securities listed on a national securities exchange; |
(b) | is a company that meets the requirements of (a)(i) and (ii) above, but is not an eligible portfolio company because it has issued a class of securities on a national securities exchange, if: |
(i) | at the time of the purchase, we own at least 50% of the (x) greatest number of equity securities of such issuer and securities convertible into or exchangeable for such securities; and (y) the greatest amount of debt securities of such issuer, held by us at any point in time during the period when such issuer was an eligible portfolio company; and |
(ii) | we are one of the 20 largest holders of record of such issuer’s outstanding voting securities; or |
(c) | is a company that meets the requirements of (a)(i) and (ii) above, but is not an eligible portfolio company because it has issued a class of securities on a national securities exchange, if the aggregate market value of such company’s outstanding voting and non-voting common equity is less than $250 million. |
(2) | Securities of any eligible portfolio company that we control. |
(3) | Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements. |
(4) | Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company. |
(5) | Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities. |
(6) | Cash, cash items, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment. |
• | pursuant to Rule 13a-14 of the Exchange Act, our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports; |
• | pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; |
• | pursuant to Rule 13a-15 of the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting and (once we cease to be an emerging growth company under the JOBS Act or, if later, for the year following our first annual report required to be filed with the SEC) must obtain an audit of the effectiveness of internal control over financial reporting performed by our independent registered public accounting firm; and |
• | pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia; |
• | a trust if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons (as defined in the Code) have the authority to control all of its substantial decisions, or if the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes; or |
• | an estate, the income of which is subject to U.S. federal income taxation regardless of its source. |
• | qualify as a RIC; and |
• | satisfy the Annual Distribution Requirement; |
• | qualify to be treated as a BDC at all times during each taxable year; |
• | derive in each taxable year at least 90% of our gross income from (a) dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities or foreign |
currencies, or other income derived with respect to our business of investing in such stock, securities or foreign currencies, or (b) net income derived from an interest in a “qualified publicly traded partnership” or “QPTP” (collectively, the “90% Income Test”); and |
• | diversify our holdings so that at the end of each quarter of the taxable year: |
• | at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities that, with respect to any issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of that issuer; and |
• | no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of (i) one issuer, (ii) two or more issuers that are controlled, as determined under the Code, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more QPTPs (collectively, the “Diversification Tests”). |
Page | ||||
Unaudited Financial Statements | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-10 | ||||
Audited Financial Statements | ||||
F-25 | ||||
F-26 | ||||
F-27 |
As of June 30, 2023 | ||||
Assets | ||||
Investments, at fair value | ||||
Non-controlled non-affiliated investments (cost of $28,381) | $ | 28,473 | ||
Cash and cash equivalents | 69,699 | |||
Interest receivable | 188 | |||
Other assets | 13 | |||
Total assets | $ | 98,373 | ||
Liabilities | ||||
Subscriptions received in advance | $ | 45,000 | ||
Payable for investments purchased | 22,987 | |||
Due to administrator | 149 | |||
Accrued professional fees | 72 | |||
Directors’ fees payable | 41 | |||
Accrued expenses and other liabilities | 34 | |||
Total liabilities | 68,283 | |||
Commitments and Contingencies (Note 6) | ||||
Net assets | ||||
Common stock, par value $0.01 per share (300,000,000 shares authorized, 1,201,000 shares issued and outstanding) | 12 | |||
Paid-in capital in excess of par value | 30,013 | |||
Accumulated earnings/(loss) | 65 | |||
Total net assets | 30,090 | |||
Total liabilities and net assets | $ | 98,373 | ||
Net asset value per share (Class I) | $ | 25.05 |
For the period from May 5, 2023 (Commencement of Operations) through June 30, 2023 | ||||
Investment Income: | ||||
From non-controlled non-affiliated investments: | ||||
Interest income | $ | 256 | ||
Total investment income | 256 | |||
Expenses: | ||||
Management fees | 53 | |||
Professional fees | 72 | |||
Directors’ fees | 41 | |||
Other general and administrative expenses | 170 | |||
Total expenses | 336 | |||
Management fees waiver | (53 | ) | ||
Net expenses | 283 | |||
Net investment income/(loss) | (27 | ) | ||
Net realized and unrealized gains (losses) on investments: | ||||
Net change in unrealized appreciation (depreciation) on: | ||||
Non-controlled non-affiliated investments | 92 | |||
Net realized and unrealized gains (losses) on investments | 92 | |||
Net increase (decrease) in net assets resulting from operations | $ | 65 | ||
Common Stock | ||||||||||||||||||||
Shares | Par Amount | Paid in Capital in Excess of Par Value | Accumulated Earnings (Loss) | Total Net Assets | ||||||||||||||||
Balance at May 5, 2023 (Commencement of Operations) | 1,000 | $ | 0 | $ | 25 | $ | — | $ | 25 | |||||||||||
Net increase (decrease) in net assets resulting from operations: | ||||||||||||||||||||
Net investment income/(loss) | — | — | — | (27 | ) | (27 | ) | |||||||||||||
Net change in unrealized appreciation (depreciation) on investments | — | — | — | 92 | 92 | |||||||||||||||
Issuance of common stock - Class I shares | 1,200,000 | 12 | 29,988 | — | 30,000 | |||||||||||||||
Total increase (decrease) in net assets | 1,200,000 | $ | 12 | $ | 29,988 | $ | 65 | $ | 30,065 | |||||||||||
Balance at June 30, 2023 | 1,201,000 | $ | 12 | $ | 30,013 | $ | 65 | $ | 30,090 | |||||||||||
For the period from May 5, 2023 (Commencement of Operations) through June 30, 2023 | ||||
Cash flows from operating activities: | ||||
Net increase (decrease) in net assets resulting from operations | $ | 65 | ||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities: | ||||
Purchases of investments | (28,447 | ) | ||
Proceeds from sales of investments and principal repayments | 68 | |||
Net change in unrealized (appreciation) depreciation on investments | (92 | ) | ||
Amortization of premium and accretion of discount, net | (2 | ) | ||
Change in operating assets and liabilities: | ||||
(Increase) decrease in interest receivable | (188 | ) | ||
(Increase) decrease in other assets | (13 | ) | ||
Increase (decrease) in directors’ fees payable | 41 | |||
Increase (decrease) in payable for investment purchased | 22,987 | |||
Increase (decrease) in accrued expenses and other liabilities | 255 | |||
Net cash provided by (used for) operating activities | $ | (5,326 | ) | |
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock | 30,000 | |||
Subscriptions received in advance of due date | 45,000 | |||
Net cash provided by (used for) financing activities | 75,000 | |||
Net increase (decrease) in cash and cash equivalents | 69,674 | |||
Cash and cash equivalents, beginning of period | 25 | |||
Cash and cash equivalents, end of period | $ | 69,699 | ||
Country/Security/Company | Investment Type | Interest Term* | Interest Rate | Maturity/ Dissolution Date | Principal Amount, Par Value or Shares ** | Cost | Percentage of Net Assets *** | Fair Value | ||||||||||||||||||||
Investments (1)(2)(3) | ||||||||||||||||||||||||||||
United States | ||||||||||||||||||||||||||||
Debt Investments | ||||||||||||||||||||||||||||
Capital Goods | ||||||||||||||||||||||||||||
AECOM Management Services (Amentum) | Senior Secured First Lien Term Loan | S + 400 | 9.22 | % | 01/2027 | 748 | 733 | 2.4 | 739 | |||||||||||||||||||
Fairbanks Morse Defense | Senior Secured First Lien Term Loan | S + 475 (75 Floor) | 10.25 | % | 06/2028 | 374 | 365 | 1.2 | 366 | |||||||||||||||||||
White Cap (7) | Senior Secured First Lien Term Loan | S + 375 (50 Floor) | 8.85 | % | 10/2027 | 1,000 | 994 | 3.2 | 993 | |||||||||||||||||||
2,122 | 2,092 | 6.8 | 2,098 | |||||||||||||||||||||||||
Commercial and Professional Services | ||||||||||||||||||||||||||||
Vaco Holdings (7) | Senior Secured First Lien Term Loan | S + 500 (75 Floor) | 10.59 | % | 01/2029 | 748 | 684 | 2.3 | 684 | |||||||||||||||||||
WCG/WIRB-Copernicus Group, Inc. (7) | Senior Secured First Lien Term Loan | S + 400 (100 Floor) | 9.22 | % | 01/2027 | 748 | 732 | 2.4 | 736 | |||||||||||||||||||
1,496 | 1,416 | 4.7 | 1,420 | |||||||||||||||||||||||||
Consumer Discretionary Distribution and Retail | ||||||||||||||||||||||||||||
1-800 Contacts (CNT Holdings I Corp) (7) | Senior Secured First Lien Term Loan | S + 350 (75 Floor) | 8.80 | % | 11/2027 | 748 | 743 | 2.4 | 746 | |||||||||||||||||||
Bass Pro - Great American Outdoors Group LLC (7) | Senior Secured First Lien Term Loan | L + 375 (75 Floor) | 8.94 | % | 03/2028 | 748 | 742 | 2.4 | 743 | |||||||||||||||||||
Harbor Freight Tools USA, Inc (7) | Senior Secured First Lien Term Loan | S + 275 (50 Floor) | 7.97 | % | 10/2027 | 750 | 737 | 2.5 | 741 | |||||||||||||||||||
2,246 | 2,222 | 7.3 | 2,230 | |||||||||||||||||||||||||
Consumer Durables and Apparel | ||||||||||||||||||||||||||||
Lakeshore Learning (7) | Senior Secured First Lien Term Loan | S + 350 (50 Floor) | 8.72 | % | 09/2028 | 748 | 742 | 2.5 | 744 | |||||||||||||||||||
748 | 742 | 2.5 | 744 | |||||||||||||||||||||||||
Consumer Services | ||||||||||||||||||||||||||||
Golden Nugget Inc (Landry’s) (7) | Senior Secured First Lien Term Loan | S + 400 (50 Floor) | 9.10 | % | 01/2029 | 748 | 737 | 2.5 | 740 | |||||||||||||||||||
Inspire Brands, Inc. (Arby’s & Buffalo Wild Wings) (7) | Senior Secured First Lien Term Loan | S + 300 (75 Floor) | 8.20 | % | 12/2027 | 748 | 740 | 2.5 | 744 | |||||||||||||||||||
J&J Ventures Gaming (7) | Senior Secured First Lien Term Loan | L + 400 (75 Floor) | 9.54 | % | 04/2028 | 748 | 739 | 2.5 | 743 | |||||||||||||||||||
2,244 | 2,216 | 7.5 | 2,227 | |||||||||||||||||||||||||
Energy | ||||||||||||||||||||||||||||
TallGrass Energy (Prairie ECI) (7) | Senior Secured First Lien Term Loan | L + 475 | 9.94 | % | 03/2026 | 750 | 742 | 2.5 | 742 | |||||||||||||||||||
750 | 742 | 2.5 | 742 | |||||||||||||||||||||||||
Financial Services | ||||||||||||||||||||||||||||
Blackhawk Network Holdings, Inc. (7) | Senior Secured First Lien Term Loan | S + 300 | 8.26 | % | 06/2025 | 748 | 742 | 2.5 | 743 | |||||||||||||||||||
748 | 742 | 2.5 | 743 | |||||||||||||||||||||||||
Country/Security/Company | Investment Type | Interest Term* | Interest Rate | Maturity/ Dissolution Date | Principal Amount, Par Value or Shares ** | Cost | Percentage of Net Assets *** | Fair Value | ||||||||||||||||||||
Food, Beverage and Tobacco | ||||||||||||||||||||||||||||
Triton Water Holdings, Inc. (7) | Senior Secured First Lien Term Loan | S + 325 (50 Floor) | 8.49 | % | 03/2028 | 748 | 722 | 2.4 | 725 | |||||||||||||||||||
748 | 722 | 2.4 | 725 | |||||||||||||||||||||||||
Health Care Equipment and Services | ||||||||||||||||||||||||||||
Aspen Dental- ADMI Corp (7) | Senior Secured First Lien Term Loan | S + 375 (50 Floor) | 8.97 | % | 12/2027 | 748 | 696 | 2.3 | 701 | |||||||||||||||||||
DuPage Medical Group (Midwest Physician) (7) | Senior Secured First Lien Term Loan | L + 325 (75 Floor) | 8.79 | % | 03/2028 | 748 | 696 | 2.3 | 691 | |||||||||||||||||||
Medical Solutions LLC (7) | Senior Secured First Lien Term Loan | S + 350 (50 Floor) | 8.86 | % | 11/2028 | 748 | 701 | 2.3 | 705 | |||||||||||||||||||
Medline Industries (Mozart Borrower) (7) | Senior Secured First Lien Term Loan | S + 325 (50 Floor) | 8.47 | % | 10/2028 | 748 | 737 | 2.5 | 740 | |||||||||||||||||||
2,992 | 2,830 | 9.4 | 2,837 | |||||||||||||||||||||||||
Insurance | ||||||||||||||||||||||||||||
Sedgwick CMS Holdings, Inc. (7) | Senior Secured First Lien Term Loan | S + 375 | 8.85 | % | 02/2028 | 748 | 743 | 2.5 | 745 | |||||||||||||||||||
748 | 743 | 2.5 | 745 | |||||||||||||||||||||||||
Materials | ||||||||||||||||||||||||||||
Novolex - Flex Acquisition Company, Inc. (7) | Senior Secured First Lien Term Loan | S + 425 (50 Floor) | 9.45 | % | 04/2029 | 748 | 734 | 2.5 | 738 | |||||||||||||||||||
748 | 734 | 2.5 | 738 | |||||||||||||||||||||||||
Media and Entertainment | ||||||||||||||||||||||||||||
Authentic Brands Group - ABG (7) | Senior Secured First Lien Term Loan | S + 400 | 9.35 | % | 12/2028 | 565 | 562 | 1.9 | 564 | |||||||||||||||||||
Authentic Brands Group - ABG (5)(7) | Delayed Draw Term Loan | 12/2028 | — | — | — | — | ||||||||||||||||||||||
Red Ventures, LLC (7) | Senior Secured First Lien Term Loan | S + 300 | 8.10 | % | 02/2030 | 748 | 743 | 2.5 | 744 | |||||||||||||||||||
Yahoo/Verizon Media (7) | Senior Secured First Lien Term Loan | S + 550 (75 Floor) | 10.60 | % | 09/2027 | 740 | 711 | 2.4 | 714 | |||||||||||||||||||
2,053 | 2,016 | 6.8 | 2,022 | |||||||||||||||||||||||||
Pharmaceuticals, Biotechnology and Life Sciences | ||||||||||||||||||||||||||||
Parexel (Phoenix Newco, Inc.) (7) | Senior Secured First Lien Term Loan | S + 325 (50 Floor) | 8.47 | % | 11/2028 | 748 | 741 | 2.5 | 743 | |||||||||||||||||||
748 | 741 | 2.5 | 743 | |||||||||||||||||||||||||
Real Estate Management and Development | ||||||||||||||||||||||||||||
Chamberlain Group (Chariot Buyer) (7) | Senior Secured First Lien Term Loan | S + 325 (50 Floor) | 8.45 | % | 11/2028 | 748 | 728 | 2.4 | 732 | |||||||||||||||||||
748 | 728 | 2.4 | 732 | |||||||||||||||||||||||||
Software and Services | ||||||||||||||||||||||||||||
Asurion, LLC (7) | Senior Secured First Lien Term Loan | S + 425 | 9.35 | % | 08/2028 | 748 | 707 | 2.4 | 713 |
Country/Security/Company | Investment Type | Interest Term* | Interest Rate | Maturity/ Dissolution Date | Principal Amount, Par Value or Shares ** | Cost | Percentage of Net Assets *** | Fair Value | ||||||||||||||||||||
Endure Digital (Endurance Intl) | Senior Secured First Lien Term Loan | L + 350 (75 Floor) | 8.79 | % | 02/2028 | 748 | 690 | 2.3 | 699 | |||||||||||||||||||
Milano Acquisition Corp (Gainwell) (7) | Senior Secured First Lien Term Loan | S + 400 (75 Floor) | 9.24 | % | 10/2027 | 748 | 732 | 2.5 | 738 | |||||||||||||||||||
RealPage, Inc. (7) | Senior Secured First Lien Term Loan | S + 300 (50 Floor) | 8.22 | % | 04/2028 | 748 | 728 | 2.4 | 733 | |||||||||||||||||||
RevSpring, Inc. (7) | Senior Secured First Lien Term Loan | S + 400 | 9.50 | % | 10/2025 | 748 | 717 | 2.4 | 721 | |||||||||||||||||||
3,740 | 3,574 | 12.0 | 3,604 | |||||||||||||||||||||||||
Utilities | ||||||||||||||||||||||||||||
Granite Energy LLC (7) | Senior Secured First Lien Term Loan | L + 375 (100 Floor) | 8.94 | % | 11/2026 | 741 | 730 | 2.4 | 731 | |||||||||||||||||||
741 | 730 | 2.4 | 731 | |||||||||||||||||||||||||
Total Debt Investments United States | 23,620 | $ | 22,990 | 76.7 | % | $ | 23,082 | |||||||||||||||||||||
New Zealand | ||||||||||||||||||||||||||||
Debt Investments | ||||||||||||||||||||||||||||
Software & Services | ||||||||||||||||||||||||||||
Pushpay USA Inc. (4)(5)(6) | Unitranche First Lien Revolver | 05/2029 | — | (13 | ) | — | (13 | ) | ||||||||||||||||||||
Pushpay USA Inc. (6) | Unitranche First Lien Term Loan | S + 675 (75 Floor) | 11.97 | % | 05/2030 | 5,571 | 5,404 | 17.9 | 5,404 | |||||||||||||||||||
Total Debt Investments New Zealand | 5,571 | 5,391 | 17.9 | 5,391 | ||||||||||||||||||||||||
Total Investments | $ | 28,381 | 94.6 | % | $ | 28,473 | ||||||||||||||||||||||
Cash Equivalents | ||||||||||||||||||||||||||||
Dreyfus Government Cash Management Institutional Fund | Cash Equivalents | — | 5.00 | % | — | 69,699 | 69,699 | 231.6 | 69,699 | |||||||||||||||||||
Cash Equivalents Total | $ | 69,699 | 231.6 | % | $ | 69,699 | ||||||||||||||||||||||
Investments and Cash Equivalents Total | $ | 98,080 | 326.2 | % | $ | 98,172 | ||||||||||||||||||||||
* | The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or SOFR (“S”) and which reset monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over the reference rate and the current interest rate in effect at the reporting date. The impact of a credit spread adjustment, if applicable, is included within the stated all-in interest rate. As of June 30, 2023, the reference rates for the Company’s variable rate loans are represented in the below table. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
** | The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ($) unless otherwise noted. |
*** | Percentage is based on net assets of $30,090 as of June 30, 2023. |
Tenor | ||||||||||||||||||||
Reference Rate | Overnight | 1 month | 3 month | 6 Month | 12 Month | |||||||||||||||
LIBOR (“L”) | 5.06 | % | 5.22 | % | 5.55 | % | 5.76 | % | 6.04 | % | ||||||||||
SOFR (“S”) | — | 5.14 | % | 5.27 | % | 5.39 | % | 5.40 | % |
(8) | All positions held are non-controlled/non-affiliated Non-controlled/non-affiliated |
(9) | All debt investments are income-producing, unless otherwise noted. Equity and member interests are non-income-producing unless otherwise noted. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act. Its investments are therefore generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. |
(10) | The fair value of the investment was determined using significant unobservable inputs unless otherwise noted, as defined by the 1940 Act. See Note 2 “Summary of Significant Accounting Policies”. |
(11) | The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan. |
(12) | Position or portion thereof is an unfunded loan commitment and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee. See Note 6 “Commitments and Contingencies”. |
(13) | Investment is not a qualifying investment as defined under section 55 (a) of the Investment Company Act of 1940. Qualifying assets must represent at least 70% of total assets at the time of acquisition. The Company’s percentage of non-qualifying assets based on fair value was 18.93% as of June 30, 2023. |
(14) | This investment is valued using observable inputs and is considered a Level 2 investment per FASB guidance under ASC 820. See Note 5 for further information related to investments at fair value. |
• | Each investment is initially valued by the investment professionals responsible for monitoring that investment. |
• | The Adviser has established pricing and valuation committees, which are responsible for reviewing and approving the fair valuation recommendations from the investment professionals. |
• | The valuations of certain portfolio investments are independently corroborated by third-party valuation firms based on certain criteria including investment size and risk profile. |
• | Final valuation determinations and supporting materials are provided to the Board quarterly as part of the Board’s oversight of the Adviser as the valuation designee. |
Class of Shares of Beneficial Interest | Fee Rate | |
Class S Shares | 0.85% | |
Class D Shares | 0.25% | |
Class I Shares | — |
As of June 30, 2023 | ||||||||||||
Investment Type | Cost | Fair Value | Unrealized Appreciation/ (Depreciation) | |||||||||
Senior Secured First Lien | $ | 22,990 | $ | 23,082 | $ | 92 | ||||||
Unitranche First Lien | 5,391 | 5,391 | — | |||||||||
Total Investments | $ | 28,381 | $ | 28,473 | $ | 92 | ||||||
Industry | Fair Value as of June 30, 2023 | Percentage of Fair Value | ||||||
Software and Services | $ | 8,996 | 31.6 | % | ||||
Health Care Equipment and Services | 2,837 | 10.0 | ||||||
Consumer Discretionary Distribution and Retail | 2,230 | 7.8 | ||||||
Consumer Services | 2,227 | 7.8 | ||||||
Capital Goods | 2,098 | 7.4 | ||||||
Media and Entertainment | 2,022 | 7.1 | ||||||
Commercial and Professional Services | 1,420 | 5.0 | ||||||
Insurance | 745 | 2.6 | ||||||
Consumer Durables and Apparel | 744 | 2.6 | ||||||
Financial Services | 743 | 2.6 | ||||||
Pharmaceuticals, Biotechnology and Life Sciences | 743 | 2.6 | ||||||
Energy | 742 | 2.6 | ||||||
Materials | 738 | 2.6 | ||||||
Real Estate Management and Development | 732 | 2.6 | ||||||
Utilities | 731 | 2.6 | ||||||
Food, Beverage and Tobacco | 725 | 2.5 | ||||||
Total Investments | $ | 28,473 | 100.0 | % | ||||
Geographic Region | Fair Value as of June 30, 2023 | Percentage of Fair Value | ||||||
United States | $ | 23,082 | 81.1 | % | ||||
New Zealand | 5,391 | 18.9 | ||||||
Total Investments | $ | 28,473 | 100.0 | % | ||||
Fair Value Hierarchy | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Senior Secured First Lien | $ | — | $ | 21,279 | $ | 1,803 | $ | 23,082 | ||||||||
Unitranche First Lien | — | — | 5,391 | 5,391 | ||||||||||||
Total Investments | $ | — | $ | 21,279 | $ | 7,194 | $ | 28,473 |
Senior Secured First Lien | Unitranche First Lien | Total | ||||||||||
Balance as of May 5, 2023 (Commencement of Operations) | $ | — | $ | — | $ | — | ||||||
Net change in unrealized appreciation (depreciation) | 15 | — | 15 | |||||||||
Purchases | 1,793 | 5,391 | 7,184 | |||||||||
Sales/principal repayments/paydowns | (5 | ) | — | (5 | ) | |||||||
Balance as of June 30, 2023 | $ | 1,803 | $ | 5,391 | $ | 7,194 | ||||||
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2023 | $ | 15 | $ | — | $ | 15 | ||||||
Security Type | Fair Value as of June 30, 2023 (in thousands) | Valuation Technique | Unobservable Input | Range (Weighted Avg) | ||||||
Senior Secured First Lien | $1,803 | Broker Quoted | Broker Quote | N/A | ||||||
Unitranche First Lien | $5,391 | Discounted Cash Flows | Discount Rate | 12.7% -12.7% (12.7%) | ||||||
Total | $7,194 | |||||||||
As of June 30, 2023 | ||||||||||
Company | Investment Type | Commitment Expiration Date (1) | Unfunded Commitment | |||||||
Authentic Brands Group - ABG (2) | Delayed Draw Term Loan | 12/21/2028 | $185 | |||||||
Pushpay USA Inc. (3) | Revolver | 5/10/2030 | 429 | |||||||
Total | $614 | |||||||||
(1) | Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity. |
(2) | Investment pays 1.00% unfunded commitment fee on delayed draw term loan facility. |
(3) | Investment pays 0.50% unfunded commitment fee on revolving credit facility. |
For the period from May 5, 2023 (Commencement of Operations) through June 30, 2023 (6) | ||||
Per Share Data: (1) | ||||
Net asset value, beginning of period | $ | 25.00 | ||
Net investment income/(loss) | (0.02 | ) | ||
Net realized and unrealized gains (losses) on investments | 0.07 | |||
Net increase (decrease) in net assets resulting from operations | 0.05 | |||
Net asset value, end of period | $ | 25.05 | ||
Shares outstanding, end of period | 1,201,000 | |||
Weighted average shares outstanding | 1,201,000 | |||
Total return based on net asset value (2) | 0.20 | % | ||
Ratio/Supplemental Data: | ||||
Net assets, end of period | $ | 30,090 | ||
Ratio of total net expenses to average net assets (3)(4) | 5.83 | % | ||
Ratio of net investment income/(loss) to average net assets (4) | -0.56 | % | ||
Portfolio turnover (5) | 0.24 | % |
(1) | Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate. |
(2) | Total return based on NAV is calculated as the change in NAV per share during the period plus declared dividends per share during the period, divided by the beginning NAV per share, and not annualized. |
(3) | The ratio of total expenses to average net assets in the table above reflects the Adviser’s voluntary waivers of its right to receive a portion of the management fees and income incentive fees. |
(4) | Annualized. |
(5) | Not annualized. |
(6) | Net asset information presented is related to Class I shares. |
As of June 30, 2023 | ||||
Tax Cost | $ | 98,081 | ||
Gross Unrealized Appreciation | $ | 97 | ||
Gross Unrealized Depreciation | (5 | ) | ||
Net Unrealized Investment Appreciation (Depreciation) | $ | 92 | ||
Assets | ||||
Cash and cash equivalents | $ | 25,000 | ||
Total assets | $ | 25,000 | ||
Commitments and Contingencies (Note 5) | ||||
Net assets | ||||
Common shares, $0.01 par value per share; unlimited shares authorized, 1,000 shares issued and outstanding | $ | 10 | ||
Paid-in capital in excess of par value | 24,990 | |||
Total net assets | $ | 25,000 | ||
APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT
Crescent Private Credit Income Corp.
Subscription Agreement
1. | Your Investment |
(a) | Investment Information |
Investment Amount $
☐ | Initial Purchase |
☐ | Subsequent Purchase ($500 minimum subscription amount) |
(b) | Investment Method |
☐ By mail: | Please make checks payable to SS&C GIDS, Inc., AS AGENT FOR CRESCENT PRIVATE CREDIT INCOME CORP. and attach to this agreement* | |
☐ By wire: | Please wire funds according to the instructions below.
Name: SS&C GIDS, Inc., AS AGENT FOR CRESCENT PRIVATE CREDIT INCOME CORP.
Bank Name: UMB Bank N.A.
ABA: 1010-0069-5
DDA: 9872657373 | |
☐ Broker-dealer / Financial advisor will make payment on your behalf
*Cash, cashier’s checks/official bank checks, temporary checks, foreign checks, money orders, third party checks, or travelers checks are not accepted. |
(c) | Share Class Selection |
☐ Share Class S | ☐ Share Class D ** | ☐ Share Class I ** |
(The minimum investment is $2,500) | (The minimum investment is $2,500) | (The minimum investment is $1,000,000 (unless waived)) |
**Available for certain fee-based wrap accounts and other eligible investors as disclosed in the prospectus, as amended and supplemented.
A-1
2. | Ownership Type (Select only one) |
(a) Taxable Accounts
Brokerage Account Number
☐ Individual or Joint Tenant With Rights of Survivorship
☐ Transfer on Death (Optional Designation. Not Available for Louisiana Residents. See Section 3C.)
☐ Tenants in Common
☐ Community Property
☐ Uniform Gift/Transfer to Minors
State of
Date of Birth | (b) Non-Taxable Accounts
Custodian Account Number
☐ IRA (Custodian Signature Required)
☐ Roth IRA (Custodian Signature Required)
☐ SEP IRA (Custodian Signature Required)
☐ Rollover IRA (Custodian Signature Required)
☐ Beneficial IRA
☐ Pension Plan (Include Certification of Investment Powers Form)
☐ Other | |||||
☐ Trust (Include Certification of Investment Powers Form or 1st and Last page of Trust Documents) | ||||||
(c) Custodian Information (To Be Completed By Custodian) | ||||||
☐ C Corporation | Custodian Name | |||||
☐ S Corporation | Custodian Tax ID # | |||||
☐ Profit-Sharing Plan | Custodian Phone #
| |||||
☐ Non-Profit Organization | Custodian Stamp Here | |||||
☐ Limited Liability Corporation
| ||||||
☐ Corporation / Partnership / Other (Corporate Resolution or Partnership Agreement Required)
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(d) | Entity Name - Retirement Plan / Trust / Corporation / Partnership / Other |
Trustee(s) and/or authorized signatory(s) information MUST be provided in Sections 3A and 3B
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Entity Name | Tax ID Number | Date of Formation | Exemptions | |||
(See Form W-9 instructions at www.irs.gov) |
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Entity Address (Legal Address. Required) |
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Entity Type (Select one. Required)
☐ Retirement Plan ☐ Trust ☐ S-Corp | ☐ C-Corp ☐ LLC ☐ Partnership | Exempt payee code (if any) | ||
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☐ Other
| Jurisdiction (if Non-U.S.)
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(Attach a completed applicable Form W-8) | ||||
Exemption from FATCA reporting code (if any)
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3. | Investor Information |
(a) | Investor Name (Investor / Trustee / Executor / Authorized Signatory Information) |
Residential street address MUST be provided. See Section 4 if mailing address is different than residential street address.
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First Name | (MI) Last Name | Gender |
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Social Security Number / Tax ID | Date of Birth (MM/DD/YYYY) | Daytime Phone Number |
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Residential Street Address | City | State Zip Code | ||
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Email Address |
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If you are a non-U.S. citizen, please specify your country or citizenship (required) | Country of Citizenship |
☐ Resident Alien | ☐ Non-Resident Alien (Attach a completed From W-8BEN, Rev. J) |
Please specify if you are a Crescent employee/officer/ director/affiliate (required) | ☐ Crescent Employee | ☐ Crescent Officer or Director |
☐ Immediate Family Member of Crescent Officer or Director | ☐ Crescent Affiliate | ☐ Not Applicable |
(b) | Co-Investor Name (Co-Investor / Co-Trustee / Co-Authorized Signatory Information, if applicable) |
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First Name | (MI) Last Name | Gender | ||
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Social Security Number / Tax ID | Date of Birth (MM/DD/YYYY) | Daytime Phone Number | ||
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Residential Street Address | City | State Zip Code | ||
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Email Address
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If you are a non-U.S. citizen, please specify your country of citizenship (required):
☐ Resident Alien | ☐ Non-Resident Alien (Attach a completed From W-8BEN, Rev. July 2017) | Country of Citizenship |
Please specify if you are a Crescent employee/officer/ director/affiliate (required) | ☐ Crescent Employee | ☐ Crescent Officer or Director |
☐ Immediate Family Member of Crescent Officer or Director | ☐ Crescent Affiliate | ☐ Not Applicable |
(c) | Transfer on Death Beneficiary Information (Individual or Joint Account with rights of survivorship only. Not available for Louisiana residents. Beneficiary date of birth required. Whole percentages only; must equal 100%.) |
First Name | (MI) | Last Name | SSN | Date of Birth (MM/DD/YYYY) | ☐ Primary ☐ Secondary% | |||||
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First Name | (MI) | Last Name | SSN | Date of Birth (MM/DD/YYYY) | ☐ Primary ☐ Secondary% | |||||
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First Name | (MI) | Last Name | SSN | Date of Birth (MM/DD/YYYY) | ☐ Primary ☐ Secondary% | |||||
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First Name | (MI) | Last Name | SSN | Date of Birth (MM/DD/YYYY) | ☐ Primary ☐ Secondary% | |||||
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Custodian/Guardian for a minor Beneficiary (required, cannot be same as Investor or Co-Investor):
(d) | ERISA Plan Asset Regulations |
All investors are required to complete Appendix B attached hereto.
4. | Contact Information (If different than provided in Section 3A) |
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Mailing Address | City | State | Zip Code | |||
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Email Address
5. | Select How You Want to Receive Your Distributions (Please Read Entire Section and Select only one) |
You are automatically enrolled in our Distribution Reinvestment Plan, unless you are a resident of ALABAMA, ARKANSAS, CALIFORNIA, IDAHO, KANSAS, KENTUCKY, MAINE, MARYLAND, MASSACHUSETTS, NEBRASKA, NEW JERSEY, NORTH CAROLINA, OHIO, OREGON, VERMONT or WASHINGTON.
Refer to the prospectus for terms of the Distribution Reinvestment Plan. If you participate in the Distribution Reinvestment Plan or make subsequent purchases of shares of the Fund, and you fail to meet the minimum net worth of annual income requirements for making an investment or you can no longer make the representations and warranties set forth in Section 8 you are expected to promptly notify your broker-dealer, financial advisor or investment adviser in writing of the change and to terminate your participation in the Distribution Reinvestment Plan.
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ONLY complete the following information if you DO NOT wish to enroll in the Distribution Reinvestment Plan. For custodial held accounts, if you elect cash distributions the funds must be sent to the custodian.
(a) | ☐ Check mailed to street address in 3A (only available for non-custodial investors). |
(b) | ☐ Check mailed to secondary address in 3B (only available for non-custodial investors). |
(c) | ☐ Direct Deposit by ACH (only available for non-custodial investors). PLEASE ATTACH A PRE-VOIDED CHECK |
(d) | ☐ Check mailed to Third Party Financial Institution (complete section below) |
I authorize Crescent Private Credit Income Corp. or its agent to deposit my distribution into my checking or savings account. This authority will remain in force until I notify Crescent Private Credit Income Corp. in writing to cancel it. In the event that Crescent Private Credit Income Corp. deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.
☐ If you ARE a resident of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont or Washington, you are not automatically enrolled in the Distribution Reinvestment Plan. Please check here if you wish to enroll in the Distribution Reinvestment Plan. You will automatically receive cash distributions unless you elect to enroll in the Distribution Reinvestment Plan.
☐ If you are not a resident of the states listed above, you are automatically enrolled in the Distribution Reinvestment Plan. Please check here if you DO NOT wish to be enrolled in the Distribution Reinvestment Plan and complete the Cash Distribution information section below.
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Financial Institution Name | Mailing Address | City | State | Zip Code | ||||
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Your Bank’s ABA Routing Number | Your Bank Account Number |
6. | Broker-Dealer / Financial Advisor Information (Required Information All fields must be completed.) |
The Financial Advisor must sign below to complete the order. The Financial Advisor hereby warrants that he/she is duly licensed and may lawfully sell shares in the state designated as the investor’s legal residence.
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Broker-Dealer | Financial Advisor Name | |||
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Advisor Mailing Address | ||||
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City | State | Zip Code | ||
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Financial Advisor Number | Branch Number | Telephone Number | ||
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E-mail Address | Fax Number | |||
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Operations Contact Name | Operations Contact Email Address |
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Please note that unless previously agreed to in writing by Crescent Private Credit Income Corp., all sales of securities must be made through a Broker-Dealer, including when an RIA has introduced the sale. In all cases, Section 6 must be completed.
The undersigned confirm(s), which confirmation is made on behalf of the Broker-Dealer with respect to sales of securities made through a Broker-Dealer, that they (i) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) have discussed such investor’s prospective purchase of shares with such investor; (iii) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the shares; (iv) have delivered or made available a current prospectus and related supplements, if any, to such investor; (v) have reasonable grounds to believe that the investor is purchasing these shares for his or her own account; (vi) have reasonable grounds to believe that the purchase of shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the prospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto; and (vii) have advised such investor that the shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the prospectus. The undersigned Broker-Dealer, Financial Advisor or Financial Representative listed in Section 6 further represents and certifies that, in connection with this subscription for shares, he/she has complied with and has followed all applicable policies and procedures of his or her firm relating to, and performed functions required by, federal and state securities laws, rules promulgated under the Securities Exchange Act of 1934, as amended, including, but not limited to Rule 151-1 (“Regulation Best Interest”) and Financial Industry Regulatory Authority, Inc. rules and regulations including, but not limited to Know Your Customer, Suitability and PATRIOT Act (Anti Money Laundering, Customer Identification) as required by its relationship with the investor(s) identified on this document.
THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
If you do not have another broker-dealer or other financial intermediary introducing you to Crescent Private Credit Income Corp., then Emerson Equity LLC (“Emerson”) may be deemed to act as your broker of record in connection with any investment in Crescent Private Credit Income Corp. Emerson is not a full-service broker-dealer and may not provide the kinds of financial services that you might expect from another financial intermediary, such as holding securities in an account. If Emerson is your broker-dealer of record, then your Common Shares will be held in your name on the books of Crescent Private Credit Income Corp. Emerson will not monitor your investments, and has not and will not make any recommendation regarding your investments. If you want to receive financial advice regarding a prospective investment in the shares, contact your broker-dealer or other financial intermediary.
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Financial Advisor Signature |
Branch Manager Signature
(If required by Broker-Dealer) |
7. | Electronic Delivery Form (Optional) |
Instead of receiving paper copies of the prospectus, prospectus supplements, annual reports, proxy statements, and other shareholder communications and reports, you may elect to receive electronic delivery of shareholder
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communications from Crescent Private Credit Income Corp. If you would like to consent to electronic delivery, including pursuant to email, please check the box below for this election.
We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of shareholder communications and statement notifications. By consenting below to electronically receive shareholder communications, including your account-specific information, you authorize said offering(s) to either (i) email shareholder communications to you directly or (ii) make them available on our website and notify you by email when and where such documents are available.
You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.
By consenting to electronic access, you will be responsible for certain costs, such as your customary internet service provider charges, and may be required to download software in connection with access to these materials. You understand this electronic delivery program may be changed or discontinued and that the terms of this agreement may be amended at any time. You understand that there are possible risks associated with electronic delivery such as emails not transmitting, links failing to function properly and system failure of online service providers, and that there is no warranty or guarantee given concerning the transmissions of email, the availability of the website, or information on it, other than as required by law.
I consent to electronic delivery | ☐ |
Email Address:
If blank, the email provided in Section 4 or Section 3A will be used
8. | Subscriber Signatures |
Crescent Private Credit Income Corp. is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish the account. Required information includes name, date of birth, permanent residential address and social security/taxpayer identification number. We may also ask to see other identifying documents. If you do not provide the information, Crescent Private Credit Income Corp. may not be able to open your account. By signing the Subscription Agreement, you agree to provide this information and confirm that this information is true and correct. If we are unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if we believe we have identified potentially criminal activity, we reserve the right to take action as we deem appropriate which may include closing your account.
Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make the representations on your behalf. In order to induce Crescent Private Credit Income Corp. to accept this subscription, you hereby represent and warrant to Crescent Private Credit Income Corp. as follows:
8a. | Please Note: All Items in this section 8.a. must be read and initialed |
Primary Investor Initials | Co- Investor Initials | |||
(i) I have received the prospectus (as amended or supplemented) for Crescent Private Credit Income Corp. at least five business days prior to the date hereof. |
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(ii) I have (A) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (B) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000. |
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Primary Investor Initials | Co- Investor Initials | |||
(iii) In addition to the general suitability requirements described above, I meet the higher suitability requirements, if any, imposed by my state of primary residence as set forth in the prospectus under “SUITABILITY STANDARDS.” |
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(iv) If I am an entity that was formed for the purpose of purchasing shares, each individual that owns an interest in such entity meets the general suitability requirements described above. |
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(v) I acknowledge that there is no public market for the shares, shares of this offering are not liquid and appropriate only as a long-term investment. |
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(vi) I acknowledge that the shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the prospectus. |
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(vii) I am purchasing the shares for my own account, or if I am purchasing shares on behalf of a trust or other entity of which I am a trustee or authorized agent, I have due authority to execute this subscription agreement and do hereby legally bind the trust or other entity of which I am trustee or authorized agent. |
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(viii) I acknowledge that Crescent Private Credit Income Corp. may enter into transactions with Crescent affiliates that involve conflicts of interest as described in the prospectus. |
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(ix) I acknowledge that subscriptions must be submitted at least five business days prior to the first day of each month. My investment will be executed as of the first day of the applicable month at the NAV per share as of the preceding day. I acknowledge that I will not know the NAV per share at which my investment will be executed at the time I subscribe and the NAV per share as of the last day of each month will generally be made available at www.crescentprivatecredit.com within 20 business days of the last day of each month. |
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(x) I acknowledge that my subscription request will not be accepted any earlier than two business days before the first calendar day of each month. I acknowledge that I am not committed to purchase shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent, through my financial intermediary or directly on Crescent Private Credit Income Corp.’s toll-free, automated telephone line, (888) 875-0116. |
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8.b. If you live in any of the following states, please complete Appendix A to Crescent Private Credit Income Corp. Subscription Agreement: Alabama, California, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Tennessee, and Vermont
In the case of sales to fiduciary accounts, the minimum standards in Appendix A shall be met by the beneficiary, the fiduciary, account, or, by the donor or grantor, who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.
If you do not have another broker-dealer or other financial intermediary introducing you to Crescent Private Credit Income Corp., then Emerson may be deemed to be acting as your broker-dealer of record in connection with any investment in Crescent Private Credit Income Corp. For important information in this respect, see Section 6 above. I declare that the information supplied in this Subscription Agreement is true and correct and may be relied upon by Crescent Private Credit Income Corp. I acknowledge that the Broker-Dealer /
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Financial Advisor (Broker-Dealer / Financial Advisor of record) indicated in Section 6 of this Subscription Agreement and its designated clearing agent, if any, will have full access to my account information, including the number of shares I own, tax information (including the Form 1099) and redemption information. Investors may change the Broker-Dealer / Financial Advisor of record at any time by contacting Crescent Private Credit Income Corp. Investor Relations at the number indicated below.
SUBSTITUTE IRS FORM W-9 CERTIFICATIONS (required for U.S. investors):
Under penalties of perjury, I certify that:
(1) | The number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and |
(2) | I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and |
(3) | I am a U.S. citizen or other U.S. person (including a resident alien) (defined in IRS Form W-9); and |
(4) | The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. |
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
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Signature of Investor
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(MUST BE SIGNED BY CUSTODIAN OR TRUSTEE IF PLAN IS ADMINISTERED BY A THIRD PARTY)
9. | Miscellaneous |
If investors participating in the Distribution Reinvestment Plan or making subsequent purchases of shares of Crescent Private Credit Income Corp. experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 8 above, they are asked to promptly notify Crescent Private Credit Income Corp. and the Broker-Dealer in writing. The Broker-Dealer may notify Crescent Private Credit Income Corp. if an investor participating in the Distribution Reinvestment Plan can no longer make the representations or warranties set forth in Section 8 above, and Crescent Private Credit Income Corp. may rely on such notification to terminate such investor’s participation in the Distribution Reinvestment Plan.
No sale of shares may be completed until at least five business days after you receive the final prospectus. To be accepted, a subscription request must be made with a completed and executed subscription agreement in good order and payment of the full purchase price at least five business prior to the first calendar day of the month (unless waived). You will receive a written confirmation of your purchase.
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All items on the Subscription Agreement must be completed in order for your subscription to be processed. Subscribers are encouraged to read the prospectus in its entirety for a complete explanation of an investment in the shares of Crescent Private Credit Income Corp.
Return the completed Subscription Agreement to:
Crescent Private Credit Income Corp.
c/o SS&C GIDS, Inc.
430 W 7th Street, Suite 219079
Kansas City, MO 64105
Crescent Private Credit Income Corp. Investor Relations: (888) 875-0116
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Appendix A
For purposes of determining whether you satisfy the standards below, your net worth is calculated excluding the value of your home, home furnishings and automobiles, and, unless otherwise indicated, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments.
Investors in the following states have the additional suitability standards as set forth below.
Primary Investor Initials | Co- Investor Initials | |||
If I am an Alabama resident, in addition to the suitability standards set forth above, an investment in Crescent Private Credit Income Corp. will only be sold to me if I have a liquid net worth of at least 10 times my investment in Crescent Private Credit Income Corp. and its affiliates. |
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If I am a California resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth in Crescent Private Credit Income Corp. |
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If I am an Idaho resident, I must have either (a) a liquid net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000. Additionally, the total investment in Crescent Private Credit Income Corp. shall not exceed 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities. |
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If I am an Iowa resident, I (i) have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000 (net worth should be determined exclusive of home, auto and home furnishings); and (ii) limit my aggregate investment in this offering and in the securities of other non-traded business development companies to 10% of my liquid net worth (liquid net worth should be determined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities). |
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If I am a Kansas resident, I understand that it is recommended by the Office of the Securities Commissioner that I limit my total investment in Crescent Private Credit Income Corp.’s securities and other non-traded business development companies to not more than 10% of my liquid net worth. For these purposes, liquid net worth shall be defined as that portion of total net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities, as determined in conformity with GAAP. |
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If I am a Kentucky resident, I may not invest more than 10% of my liquid net worth in Crescent Private Credit Income Corp. or its affiliates. “Liquid net worth” is defined as that portion of net worth that is comprised of cash, cash equivalents and readily marketable securities. |
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If I am a Maine resident, I acknowledge that it is recommended by the Maine Office of Securities that my aggregate investment in this offering and other similar direct participation investments not exceed 10% of my liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities. |
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If I am a Massachusetts resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth in Crescent Private Credit Income Corp. and in other illiquid direct participation programs. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable investments. |
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Primary Investor Initials | Co- Investor Initials | |||
If I am a Missouri resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth in Crescent Private Credit Income Corp. |
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If I am a Nebraska resident, I must have (i) either (a) an annual gross income of at least $70,000 and a net worth of at least $70,000, or (b) a net worth of at least $250,000; and (ii) I must limit my aggregate investment in this offering and the securities of other business development companies to 10% of such investor’s net worth. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933 are not subject to the foregoing investment concentration limit. |
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If I am a New Jersey resident, (1) I have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities. In addition, my total investment in Crescent Private Credit Income Corp., its affiliates and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth, and (2), I understand that although Crescent Cap NT Advisors, LLC, the investment adviser to Crescent Private Credit Income Corp. (the “investment adviser”), will advance all organization and offering expenses of Crescent Private Credit Income Corp., and may elect to pay certain of Crescent Private Credit Income Corp.’s expenses, Crescent Private Credit Income Corp. is obligated to reimburse the investment adviser, and this will reduce the returns available to investors.
Additionally, I acknowledge that if I buy Class S shares or Class D shares through certain financial intermediaries, they may directly charge me transaction or other fees, including upfront placement or brokerage commissions, in such amounts as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares and a 1.5% cap on NAV for Class D shares. |
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If I am a New Mexico resident, in addition to the general suitability standards listed above, I may not invest, and I may not accept from an investor more than ten percent (10%) of my liquid net worth in shares of Crescent Private Credit Income Corp., its affiliates and in other non-traded business development companies. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities. |
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If I am a North Dakota resident, I have a net worth of at least ten times my investment in Crescent Private Credit Income Corp. |
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If I am an Ohio resident, it is unsuitable to invest more than 10% of my liquid net worth in the issuer, affiliates of the issuer, and in any other non-traded business development company. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles minus, total liabilities) comprised of cash, cash equivalents and readily marketable securities. |
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If I am an Oklahoma resident, my investment in Crescent Private Credit Income Corp. may not exceed 10% of my liquid net worth. |
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Primary Investor Initials | Co- Investor Initials | |||
If I am an Oregon resident, in addition to the suitability standards set forth above, I may not invest more than 10% of my liquid net worth. Liquid net worth is defined as net worth excluding the value of the investor’s home, home furnishings and automobile. |
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If I am a Pennsylvania resident, I may not invest more than 10% of my liquid net worth in Crescent Private Credit Income Corp. |
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If I am a Puerto Rico resident, I may not invest more than 10% of my liquid net worth in Crescent Private Credit Income Corp., its affiliates and other non-traded business development companies. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles minus total liabilities) consisting of cash, cash equivalents and readily marketable securities. |
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If I am a Tennessee resident, I must have a liquid net worth of at least ten times my investment in Crescent Private Credit Income Corp. |
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If I am a Vermont resident and I am an accredited investor in Vermont, as defined in 17 C.F.R. § 230.501, I may invest freely in this offering. In addition to the suitability standards described above, if I am a non-accredited Vermont investor, I may not purchase an amount in this offering that exceeds 10% of my liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings or automobiles) minus total liabilities. |
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CPCI Subscription Agreement
Appendix B: Additional Questionnaire
Instructions: All purchasers please complete this Appendix A in its entirety.
1. Are you a “benefit plan investor” within the meaning of the Plan Asset Regulations1 or will you use the assets of a “benefit plan investor”2 to invest in Crescent Private Credit Income Corp.?
☐ Yes ☐ No
2. If Question (1) above is “yes” please indicate what percentage of the purchaser’s assets invested in Crescent Private Credit Income Corp. are considered to be the assets of “benefit plan investors” within the meaning of the Plan Asset Regulations:
%
3. If you are investing the assets of an insurance company general account, please indicate what percentage of the insurance company general account’s assets invested in Crescent Private Credit Income Corp. are the assets of “benefit plan investors” within the meaning of Section 401(c)(1)(A) of the Employee Retirement Income Security Act of 1974, as amended, or the regulations promulgated thereunder?
%
4. Please indicate if you are a “Controlling Person” defined as: (i) a person (including an entity), other than a “benefit plan investor” who has discretionary authority or control with respect to the assets of Crescent Private Credit Income Corp., a person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any “affiliate” of such a person. An “affiliate” of a person includes any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the person. For purposes of this definition, “control,” with respect to a person other than an individual, means the power to exercise a controlling influence over the management or policies of such person.
☐ Yes ☐ No
1 | “Plan Asset Regulations” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations, as modified by Section 3(42) of ERISA, as the same may be amended from time to time. |
2 | The term “benefit plan investor” includes: (i) an “employee benefit plan” as defined in section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA (such as employee welfare benefit plans (generally, plans that provide for health, medical or other welfare benefits) and employee pension benefit plans (generally, plans that provide for retirement or pension income)); (ii) “plans” described in section 4975(e)(1) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), that is subject to section 4975 of the Code (e.g., an “individual retirement account”, an “individual retirement annuity”, a “Keogh” plan, a pension plan, an Archer MSA described in section 220(d) of the Code, a Coverdell education savings account described in section 530 of the Code and a health savings account described in section 223(d) of the Code) and (iii) an entity that is, or whose assets would be deemed to constitute the assets of, one or more “employee benefit plans” or “plans” (e.g., a master trust or a plan assets fund) under ERISA or the Plan Asset Regulations. |
CRESCENT PRIVATE CREDIT INCOME CORP.
Maximum Offering of $2,500,000,000 in Common Shares
PROSPECTUS
You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to make any representations other than those contained in this prospectus and supplemental literature authorized by Crescent Private Credit Income Corp. and referred to in this prospectus, and, if given or made, such information and representations must not be relied upon. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities. You should not assume that the delivery of this prospectus or that any sale made pursuant to this prospectus implies that the information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus.
September 29, 2023