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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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5C Lending Partners Corp. (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
C. Alex Bahn Vinson & Elkins LLP, 2200 Pennsylvania Avenue, NW Suite 500 West, Washington, DC, 20037 202-639-6695 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/24/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MSD Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,800,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Noble Environmental Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,800,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MSD Portfolio L.P. - Investments | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,800,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Michael S. Dell | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,800,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.001 per share | |
| (b) | Name of Issuer:
5C Lending Partners Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
330 Madison Avenue, 20th Floor, New York,
NEW YORK
, 10017. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 2 (this "Amendment") reflects changes to the information in the Schedule 13D relating to the common stock, par value $0.001 per share (the "Common Stock") of 5C Lending Partners Corp., a Maryland corporation (the "Issuer") filed by the Reporting Persons on March 3, 2025, as amended by Amendment No. 1 filed by the Reporting Persons on March 24, 2026 (as amended, the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. With the exception of the changes indicated below, the Schedule 13D is unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby supplemented as follows:
On July 24, 2026, following the Issuer's delivery of a drawdown notice pursuant to the Subscription Agreement, Noble Investments acquired 1,274,194 shares of Common Stock from the Issuer at a price per share of $24.29 using working capital. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
The information provided in Item 3 of the Amendment is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
Each of the Reporting Persons beneficially owns 3,800,197 shares of Common Stock, representing 24.1% of the Issuer's outstanding shares of Common Stock (based on information provided by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2026). | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
Each of the Reporting Persons has (i) sole power to vote or direct the vote of 0 shares of Common Stock, (ii) shared power to vote or direct the vote of 3,800,197 shares of Common Stock, (iii) sole power to dispose or direct the disposition of 0 shares of Common Stock, and (iv) shared power to dispose or direct the disposition of 3,800,197 shares of Common Stock. | |
| (c) | Item 5(c) of the Schedule 13D is hereby supplemented as follows: The information provided in Item 3 of the Amendment is incorporated herein by reference. Further, on May 20, 2026, Noble Investments acquired 23,742 shares of Common Stock through the Issuer's dividend reinvestment plan at a price per share of $24.38. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby supplemented as follows:
Exhibit Description of Exhibit
1 Joint Filing Agreement dated July 28, 2026 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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