May 9, 2025

Michael Dell
Reporting Person
MSD Capital, L.P.
550 Madison Avenue, 20th Floor
New York, NY 10022

       Re: 5C Lending Partners Corp.
           Schedule 13D filed March 3, 2025 by Michael Dell et al.
           File No. 005-94712
Dear Michael Dell:

       We have conducted a limited review of the above-captioned filing and
have the
following comment.

        Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comment applies to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

       After reviewing any amendment to the filing and any information provided
in
response to this comment, we may have additional comments.

Schedule 13D filed March 3, 2025
General

1.     We note that the event reported as requiring the filing of the Schedule
13D was
       November 7, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
       Schedule 13D within five business days after the date beneficial
ownership of more
       than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
       acquired. Based on the November 7, 2024 event date, the Schedule 13D
submitted on
       March 3, 2025 was not timely filed. Please advise us why the Schedule
13D was not
       filed within the required five business days after the date of the
acquisition.
 May 9, 2025
Page 2

        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

      Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Mergers &
Acquisitions