424B3 1 scap-424b3_042123.htm SUPPLEMENT

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-253295

 

 

CNL STRATEGIC CAPITAL, LLC

 

SUPPLEMENT NO. 21 DATED APRIL 21, 2023

TO THE PROSPECTUS DATED APRIL 18, 2022

 

We are providing this Supplement No. 21 to you in order to supplement our prospectus dated April 18, 2022 (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 March 31, 2023; and
·to disclose certain return information for all outstanding classes of shares.

 

Public Offering Price Adjustment

On April 20, 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 April 27, 2023 and will be used for the Company’s next monthly closing for subscriptions on April 28, 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 March 31, 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   $35.98   $34.55   $32.57   $33.36 
 Selling Commissions, Per Share   $2.16   $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 April 20, 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
May 26, 2023  May 30, 2023  $ 0.104167  $0.104167   $0.083333   $0.093750   $0.104167   $0.104167 

 

 

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Determination of Net Asset Value for Outstanding Shares for the month ended March 31, 2023

On April 20, 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 March 31, 2023 (in thousands, except per share data):

Month Ended
March 31, 2023
  Class FA  Class A 

 

Class T

 

 

Class D

  Class I 

 

Class S

  Total
Net Asset Value  $150,083   $85,090   $85,762   $69,384   $326,074   $63,567   $779,960 
Number of Outstanding Shares   4,228    2,585    2,606    2,130    9,774    1,764    23,087 
Net Asset Value, Per Share  $35.50   $32.92   $32.91   $32.57   $33.36   $36.03      
Net Asset Value, Per Share Prior Month  $35.26   $32.72   $32.69   $32.36   $33.16   $35.77      
Increase in Net Asset Value, Per Share from Prior Month  $0.24   $0.20   $0.22   $0.21   $0.20   $0.26      

 

The increase in the Company’s net asset value per share for each applicable share class for the month ended March 31, 2023 was primarily driven by the increases in the fair value of five out of twelve of the Company’s portfolio company investments. The fair value of six 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 due to the recency of the transaction.

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 March 31, 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)   2.6%   10.4%   46.2%   74.6%   14.5%   74.6%   February 7, 2018 – March 31, 2023 
Class FA (with sales load)   -4.1%   3.2%   36.7%   63.3%   12.3%   63.3%   February 7, 2018 – March 31, 2023 
Class A (no sales load)   2.4%   9.3%   41.8%   N/A    12.8%   63.8%   April 10, 2018 – March 31, 2023 
Class A (with sales load)   -6.3%   0.0%   29.7%   N/A    10.0%   49.9%   April 10, 2018 – March 31, 2023 
Class I   2.4%   9.3%   42.1%   N/A    13.2%   65.5%   April 10, 2018 – March 31, 2023 
Class T (no sales load)   2.2%   8.6%   38.0%   N/A    11.3%   55.0%   May 25, 2018 – March 31, 2023 
Class T (with sales load)   -2.7%   3.4%   31.4%   N/A    9.8%   47.6%   May 25, 2018 – March 31, 2023 
Class D   2.3%   9.0%   40.7%   N/A    11.7%   55.9%   June 26, 2018 – March 31, 2023 
Class S (no sales load)   2.7%   10.9%   49.2%   N/A    15.7%   47.1%   March 31, 2020 – March 31, 2023 
Class S (with sales load)   -0.9%   7.1%   44.0%   N/A    14.0%   41.9%   March 31, 2020 – March 31, 2023 

(1) For the period from January 1, 2023 through March 31, 2023.

(2) For the period from April 1, 2022 through March 31, 2023.

(3) For the period from April 1, 2020 through March 31, 2023.

(4) For the period from April 1, 2018 through March 31, 2023.

(5) For the period from the date the first share was issued for each respective share class through March 31, 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.

 

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For the three month period ended March 31, 2023, sources of declared distributions on a GAAP basis were as follows:

   Month Ended January 31, 2023
  

Amount

(in 000s)

  % of Total Distributions Declared
Net investment income1  $4,911    74.4%
Distributions in excess of net investment income2   1,690    25.6%
Total distributions declared  $6,601    100.0%

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

   Month Ended January 31, 2023
  

Amount

(in 000s)

  % of Cash Distributions Net of Distributions Reinvested
Net investment income before expense support (reimbursement)  $4,798   119.6%
Expense support (reimbursement)    113    2.8%
Net investment income   4,911    122.4%
Cash distributions net of distributions reinvested in excess of net investment income2       %
Cash distributions net of distributions reinvested3  $4,011    100.0%

 

1 Net investment income includes expense support (reimbursement) due from the Manager and Sub-Manager of $113 for the three months ended March 31, 2023.

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

3 For the three months ended March 31, 2023, excludes $2,590 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.

 

 

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