424B3 1 scap_424b3-09967.htm PROSPECTUS SUPPLEMENT

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-253295

 

 

CNL STRATEGIC CAPITAL, LLC

 

SUPPLEMENT NO. 5 DATED JULY 24, 2023

TO THE PROSPECTUS DATED APRIL 24, 2023

 

We are providing this Supplement No. 5 to you in order to supplement our prospectus dated April 24, 2023 (as supplemented to date, the “Prospectus”). This supplement provides information that shall be deemed part of, and must be read in conjunction with, the Prospectus. Capitalized terms used in this supplement have the same meanings in the Prospectus unless otherwise stated herein. The terms “we,” “our,” “us” and “Company” refer to CNL Strategic Capital, LLC.

 

Before investing in our shares, you should read the entire Prospectus and this supplement, and consider carefully our investment objectives, risks, fees and expenses. You should also carefully consider the information disclosed in the section of the Prospectus captioned “Risk Factors” before you decide to invest in our shares.

 

The purpose of this supplement is to disclose the following:

 

·to disclose the adjusted per share public offering price for each class of our shares;
·to disclose information about our distributions;
·to disclose the Company’s net asset value for the month ended June 30, 2023; and
·to disclose certain return information for all outstanding classes of shares.

 

Public Offering Price Adjustment

On July 24, 2023, the board of directors (the “Board”) approved the new per share public offering price for each share class in this offering. The new public offering prices will be effective as of July 31, 2023 and will be used for the Company’s next monthly closing for subscriptions on July 31, 2023. As of the date of this supplement, all references throughout the Prospectus to the per share public offering price for each share class available in this offering are hereby updated to reflect the new per share public offering prices stated in the table below. The purchase price for Class A, Class T, Class D, and Class I shares purchased under our distribution reinvestment plan will be equal to the net asset value per share for each share class as of June 30, 2023. The following table provides the new public offering prices and applicable upfront selling commissions and dealer manager fees for each share class available in this offering:

 

Class A

Class T

Class D

Class I

Public Offering Price, Per Share $35.87 $34.50 $32.52 $33.27
Selling Commissions, Per Share $2.15 $1.04    
Dealer Manager Fees, Per Share $0.90 $0.60    

 

We have also posted this information on our website at www.cnlstrategiccapital.com. A subscriber may also obtain this information by calling us by telephone at (866) 650-0650.

Declaration of Distributions

The following table supplements the section entitled “Distribution Policy” which begins on page 51 of this Prospectus. On July 24, 2023, the Board declared cash distributions on the outstanding shares of all classes of our common shares based on a monthly record date, as set forth below:

Distribution

Record Date

Distribution

Payment Date

 Declared Distribution Per Share for Each Share Class
    Class FA Class A Class T Class D Class I Class S
August 25, 2023 August 28, 2023 $0.104167 $0.104167 $0.083333 $0.093750 $0.104167 $0.104167

 

 

 

Determination of Net Asset Value for Outstanding Shares for the month ended June 30, 2023

On July 24, 2023, the Board determined the Company’s net asset value per share for each share class in a manner consistent with the Company’s valuation policy, as described under “Determination of Net Asset Value” in this Prospectus. This table provides the Company’s aggregate net asset value and net asset value per share for its Class FA, Class A, Class T, Class D, Class I, and Class S shares as of June 30, 2023 (in thousands, except per share data):

Month Ended
June 30, 2023

Class FA

Class A

 

Class T

 

Class D

Class I

 

Class S

Total

Net Asset Value $149,848 $109,609 $88,905 $75,127 $357,356 $63,659 $844,504
Number of Outstanding Shares 4,220 3,340 2,706 2,310 10,740 1,763 25,079
Net Asset Value, Per Share $35.51 $32.82 $32.86 $32.52 $33.27 $36.11  
Net Asset Value, Per Share Prior Month $35.38 $32.71 $32.68 $32.34 $33.16 $35.92  
Increase/Decrease in Net Asset Value, Per Share from Prior Month $0.13 $0.11 $0.18 $0.18 $0.11 $0.19  

 

The change in the Company’s net asset value per share for each applicable share class for the month ended June 30, 2023 was primarily driven by the increases in the fair value of seven out of twelve of the Company’s portfolio company investments. The fair value of four of the Company’s portfolio company investments decreased during the same period. The fair value of one of the Company’s portfolio company investments did not change. As of June 30, 2023, the Company had total assets of approximately $865.4 million.

Return Information

 

The following table illustrates year-to-date (“YTD”), trailing 12 months (“1-Year Return”), 3-Year Return, 5-Year Return, Average Annual Return (“AAR”) Since Inception, and cumulative total returns through June 30, 2023 (“Cumulative Total Return”), with and without upfront sales load, as applicable:

  YTD
Return(1)		 1-Year
Return(2)		 3-Year
Return(3)

5-Year

Return(4)

 AAR Since
Inception(5)		 Cumulative
Total
Return(5)		 Cumulative Return Period
Class FA (no sales load) 3.5% 9.5% 41.7% 72.2% 14.1% 76.2% February 7, 2018 – June 30, 2023
Class FA (with sales load) -3.3% 2.4% 32.4% 61.0% 12.0% 64.7% February 7, 2018 – June 30, 2023
Class A (no sales load) 3.1% 8.4% 37.5% 60.7% 12.4% 64.9% April 10, 2018 – June 30, 2023
Class A (with sales load) -5.7% -0.8% 25.8% 47.0% 9.7% 50.9% April 10, 2018 – June 30, 2023
Class I 3.1% 8.4% 37.8% 62.3% 12.8% 66.7% April 10, 2018 – June 30, 2023
Class T (no sales load) 2.8% 7.7% 34.2% 53.7% 11.0% 55.9% May 25, 2018 – June 30, 2023
Class T (with sales load) -2.1% 2.6% 27.8% 46.4% 9.5% 48.5% May 25, 2018 – June 30, 2023
Class D 3.1% 8.1% 36.8% 55.9% 11.4% 57.0% June 26, 2018 – June 30, 2023
Class S (no sales load) 3.8% 10.0% 44.7% N/A 15.0% 48.7% March 31, 2020 – June 30, 2023
Class S (with sales load) 0.2% 6.2% 39.6% N/A 13.4% 43.5% March 31, 2020 – June 30, 2023

(1) For the period from January 1, 2023 through June 30, 2023.

(2) For the period from July 1, 2022 through June 30, 2023.

(3) For the period from July 1, 2020 through June 30, 2023.

(4) For the period from July 1, 2018 through June 30, 2023.

(5) For the period from the date the first share was issued for each respective share class through June 30, 2023. The AAR Since Inception is calculated by taking the Cumulative Total Return and dividing it by the return period.

 

Total return is calculated for each share class as the change in the net asset value for such share class during the period and assuming all distributions are reinvested. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. For details regarding applicable sales load, please see the “Plan of Distribution” section in the Company’s Prospectus. Class I and Class D shares have no upfront sales load.

 

 

 

 

For the six month period ended June 30, 2023, sources of declared distributions on a GAAP basis were as follows:

 

Six Months Ended

June 30, 2023

 

Amount

(in 000s)

     % of Total Distributions Declared
Net investment income1 $  11,515       83.5 %
Distributions in excess of net investment income2   2,281       16.5 %
Total distributions declared $  13,796     100.0 %
             

Cash distributions net of distributions reinvested during the period presented were funded from the following sources:

 

Six Months Ended

June 30, 2023

 

Amount

(in 000s)

   % of Cash Distributions Net of Distributions Reinvested
Net investment income before expense support (reimbursement) $    12,159     147.8 %
Expense support (reimbursement)           (644)         (7.8) %
Net investment income       11,515     139.9 %
Cash distributions net of distributions reinvested in excess of net investment income2   —     — %
Cash distributions net of distributions reinvested3 $        8,228     100.0 %
             

 

1 There was no expense support due from the Manager and Sub-Manager for the six months ended June 30, 2023.

2 Consists of distributions made from offering proceeds for the period presented.

3 For the six months ended June 30, 2023, excludes $5,568 of distributions reinvested pursuant to our distribution reinvestment plan.

 

For the years ended December 31, 2022, 2021, 2020, 2019, and 2018 distributions were paid from multiple sources and these sources included net investment income before expense support of 76.3%, 65.2%, 42.3%, 61.7% and 85.2%, reimbursable expense support of 0.0%, 0.0%, 33.2%, 23.5% and 11.1%, and offering proceeds of 23.7%, 34.8%, 24.5%, 14.8% and 3.7%, respectively. The Company will be required to repay expense support to the Manager and Sub-Manager in future periods which may reduce future income available for distributions, however as of the date of this supplement, management believes that reimbursement of all expense support is not probable under the terms of the Expense Support and Conditional Reimbursement Agreement. We have also posted this information on our website at www.cnlstrategiccapital.com. A subscriber may also obtain this information by calling us by telephone at (866) 650-0650. The calculation of the Company’s net asset value is a calculation of fair value of the Company’s assets less the Company’s outstanding liabilities.