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Cliffwater Corporate Lending Fund Form N-2/A Filed 2019-02-28

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Cliffwater Corporate Lending Fund Form N-2/A Filed 2019-02-28 SECURITIES AND EXCHANGE COMMISSION FORM N-2/A Initial filing of a registration statement on Form N-2 for closed-end investment companies [amend] Filing Date: 2019-02-28 SEC Accession No. 0001398344-19-003588 (HTML Version on secdatabase.com) FILER Cliffwater Corporate Lending Fund Mailing Address Business Address C/O UMB FUND SERVICES, C/O UMB FUND SERVICES, CIK:1735964| IRS No.: 824960854 | State of Incorp.:DE | Fiscal Year End: 1231 INC. INC. Type: N-2/A | Act: 33 | File No.: 333-224044 | Film No.: 19644056 MILWAUKEE WI 53212 MILWAUKEE WI 53212 414-299-2200 Cliffwater Corporate Lending Fund Mailing Address Business Address C/O UMB FUND SERVICES, C/O UMB FUND SERVICES, CIK:1735964| IRS No.: 824960854 | State of Incorp.:DE | Fiscal Year End: 1231 INC. INC. Type: N-2/A | Act: 40 | File No.: 811-23333 | Film No.: 19644055 MILWAUKEE WI 53212 MILWAUKEE WI 53212 414-299-2200 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on February 28, 2019 Securities Act File No. 333-224044 1940 Act File No. 811-23333 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. 2 [X] Post-Effective Amendment No. ___ and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 2 [X] Cliffwater Corporate Lending Fund (Exact Name of Registrant as Specified in Charter) c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 (Address of Principal Executive Offices) 414-299-2270 (Registrant’s Telephone Number) Terrance P. Gallagher 235 West Galena Street Milwaukee, WI 53212 (Name and Address of Agent for Service) Copy to: Joshua B. Deringer, Esq. Drinker Biddle & Reath LLP One Logan Square, Ste. 2000 Philadelphia, PA 19103-6996 215-988-2700 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. [X] It is proposed that this filing will become effective (check appropriate box): Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document [X] when declared effective pursuant to section 8(c) Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 PROPOSED MAXIMUM TITLE OF SECURITIES BEING AMOUNT OF AGGREGATE REGISTERED(1) REGISTRATION FEE(3) OFFERING PRICE(2) Shares of Beneficial Interest $600,000,000 $72,598.80 The Registrant has been granted exemptive relief by the Securities and Exchange Commission permitting the Registrant to offer multiple classes of common shares of beneficial interest (“Shares”). This registration statement (1) relates to the maximum aggregate offering of 60,000,000 Shares. The offering currently includes the following classes: “Class A Shares” and “Class I Shares.” In the future, other classes of Shares may be registered and included in the offering. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. (2) $124.50 has been previously paid. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CLIFFWATER CORPORATE LENDING FUND PROSPECTUS Class A Shares CCLDX Class I Shares CCLFX March 4, 2019 Cliffwater Corporate Lending Fund (the “Fund”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. The Fund intends to operate as an interval fund. The Fund operates under an Agreement and Declaration of Trust dated March 21, 2018 (the “Declaration of Trust”). Cliffwater LLC serves as the investment adviser (the “Investment Manager”) of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. The Fund intends to qualify and elect to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Total Offering Class A Shares Class I Shares Total Public Offering Price(1) Current Net Asset Value Current Net Asset Value $600,000,000 Sales Charge(2) as a percentage of purchase 5.00% 0.00% amount Current Net Asset Value, less (3) Current Net Asset Value Up to $600,000,000 Proceeds to Fund applicable Sales Charge The Shares will be offered at an initial public offering price of $10 per Share. Following the initial day of operations, (1) Shares will be sold at a public offering price equal to the then-current net asset value per Share. See “The Offering.” Investments in Class A Shares of the Fund are sold subject to a sales charge of up to 5.00% of the investment. For some investors, the sales charge may be waived or reduced. The full amount of the sales charges may be reallowed to brokers (2) or dealers participating in the offering. Your financial intermediary may impose additional charges when you purchase Shares of the Fund. See “Fund Summary - The Offering.” The Fund’s initial offering expenses are described under “FUND FEES AND EXPENSES” below. The total of expenses (3) of issuance and distribution are estimated to be $153,307. The primary investment objective of the Fund is to seek consistent current income, while the Fund’s secondary objective is capital preservation. Under normal market conditions, the Fund seeks to achieve its investment objectives by investing at least 80% of its assets (net assets, plus any borrowings for investment purposes) in loans to companies (“corporate loans”). The Fund’s corporate loan investments are made through a combination of: (i) investing in loans to companies that are originated directly by a non-bank lender (for example, traditional direct lenders include insurance companies, business development companies, asset management firms (on behalf of their investors), and specialty finance companies) (“direct loans”); (ii) investing in notes or other pass-through obligations representing the right to receive the principal and interest payments on a direct loan (or fractional portions thereof); (iii) purchasing asset-backed securities representing ownership in a pool of direct loans; (iv) investing in companies and/or private investment funds (private funds that are exempt from registration under Sections 3(c)(1) and 3(c)(7) of the Investment Company Act) that primarily hold direct loans; (v) investments in high yield securities; and (vi) investments in bank loans. The Fund may focus its investment strategy on, and its portfolio of investments may be focused in, a subset of one or more of these types of investments. Most direct loans are not rated by any rating agency, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to issuers of direct loans may generally Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document be less extensive than that available for issuers of registered or exchange listed securities. If they were rated, direct loans likely would be rated as below investment grade quality, often referred to as “junk” loans. See “Investment Objectives and Strategies – Investment Strategies and Overview of Investment Process.” In pursuing its objectives, the Fund uses a “multi- manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Investment Manager. Each current sub-adviser has been approved by the initial shareholder of the Fund. The Fund’s engagement of a new sub-adviser will be subject to an approval of the Board of Trustees of the Fund and an approval by the holders of a majority of outstanding Shares (as defined in the Investment Company Act). The Fund’s investment program is speculative and entails substantial risks. There can be no assurance that the Fund’s investment objectives will be achieved or that its investment program will be successful. Investors should consider the Fund as a supplement to an overall investment program and should invest only if they are willing to undertake the risks involved. Investors could lose some or all of their investment (see “PRINCIPAL RISK FACTORS” BEGINNING ON PAGE 19). This prospectus (the “Prospectus”) applies to the public offering of two separate classes of shares of beneficial interest (“Shares”) of the Fund, designated as Class A Shares and Class I Shares. The Shares will be offered during an initial public offering and in a continuous offering thereafter. The Fund’s distributor is not required to sell any specific number or dollar amount of the Fund’s Shares, but will use its best efforts to solicit orders for the sale of the Shares. The Shares will generally be offered for purchase on any business day, which is any day the New York Stock Exchange is open for business, in each case subject to any applicable sales charges and other fees, as described herein. The Shares will be issued at net asset value per Share. The minimum initial investment in Class A Shares by any investor is $10,000 and the minimum initial investment in Class I Shares by any investor is $10,000,000. However, the Fund, in its sole discretion, may accept investments below this minimum. The Fund has registered $1,000,000 for sale under the registration statement to which this Prospectus relates.
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