Private company
CNL Strategic Capital, LLC
CNL Strategic Capital, LLC is an American investment advice company based in Orlando, incorporated in Delaware.2
Last updated Oct 21, 2026.
Overview
$136.8MNet income, fiscal 20253
- IndustryInvestment Advice2
- HeadquartersOrlando, United States2
- Incorporated inDE4
- Business addressP.O. Box 4920, Orlando, Fl 328024
- Filer categoryNon-accelerated filer, Smaller reporting company4
- Legal formLimited Liability Company2
- LEI549300CSN2VWC704OY592
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered addressC/O NATIONAL REGISTERED AGENTS, INC., 19801 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 61131682
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CNL Strategic Capital, LLC (which is referred to in this report as “we,” “our,” “us,” “our company” or the “Company”) is a limited liability company that primarily seeks to acquire and grow durable, middle-market U.S. businesses. We commenced operations on February 7, 2018.6 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
9.6%Return on equity3
Financial statements
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Operating expenses | $17.9M9 | $27.7M10 | $36.4M11 | $50.6M3 | $64.9M3 | |||
| Income tax | $266.8K8 | $3.2M9 | $2.5M10 | $3.2M11 | $2.4M3 | $13.2M3 | ||
| Net income | -$359.2K7 | $30.0M8 | $43.0M9 | $58.1M10 | $64.2M11 | $109.8M3 | $136.8M3 | |
| Earnings per share | $3.728 | $3.399 | $3.219 | |||||
| Shares (weighted, basic) | 12.7M shares9 | 18.1M shares9 |
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Cash | $21.7M15 | $21.0M7 | $82.7M8 | $58.7M9 | $36.8M10 | $134.5M11 | $146.3M3 | $84.8M3 |
| Total assets | $104.3M15 | $175.5M7 | $314.1M8 | $514.8M9 | $732.5M10 | $1.0B11 | $1.3B3 | $1.5B3 |
| Total liabilities | $1.4M15 | $1.3M7 | $5.1M8 | $14.5M9 | $23.4M10 | $33.8M11 | $56.4M3 | $84.8M3 |
| Retained earnings | $93.7M10 | $127.8M11 | $199.6M3 | $293.6M3 | ||||
| Shareholders’ equity | $979.3M3 | $1.2B3 | $1.4B3 | |||||
| Shares outstanding | 3.9M shares7 | 6.4M shares8 | 10.5M shares8 | 15.8M shares8 |
Corporate structure
CNL Strategic Capital, LLC sits at the top of its group. 160 entities, 8 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
- CNL Strategic Capital, LLC Orlando, Florida, United States
- Alex N. Sill Company, LLC Subsidiary · Ohio, United States
- Alex N. Sill Insurance Adjustment Company (Canada), Ltd. Subsidiary · Ontario, Canada
- ANS Intermediate Holdco, LLC Subsidiary · Ohio, United States
- Arrow Pneumatics Subsidiary · Illinois, United States
- ATA Holding Company LLC Subsidiary · Delaware, United States
- ATA National Title Group, LLC Subsidiary · Michigan, United States
- ATA Strategic Capital B, Inc. Subsidiary · Delaware, United States
- ATA Strategic Capital DebtCo, LLC Subsidiary · Delaware, United States
- ATA Strategic Capital EquityCo, LLC Subsidiary · Delaware, United States
- Auriemma Consulting Group, Inc. Subsidiary · New York, United States
- Berkshire Associates, Inc. Subsidiary · Delaware, United States
- Blue Chip Retirement Plans, Inc. Subsidiary · Delaware, United States
- Blue Ridge MidCo, LLC Subsidiary · Delaware, United States
- Blue Ridge TopCo, LLC Subsidiary · Delaware, United States
- BR Strategic Capital DebtCo, LLC Subsidiary · Delaware, United States
- BR Strategic Capital EquityCo, LLC Subsidiary · Delaware, United States
- Canadian Claim Quantification Services, Inc. Subsidiary · Ontario, Canada
- Career Transition Leads, LLC Subsidiary · New Jersey, United States
- Clarion Safety Buyer, LLC Subsidiary · Delaware, United States
- Clarion Safety Holdings, LLC Subsidiary · Delaware, United States
- Clarion Safety Systems, LLC Subsidiary · Pennsylvania, United States
- Clarion Strategic Capital DebtCo, LLC Subsidiary · Delaware, United States
- Clarion Strategic Capital EquityCo, LLC Subsidiary · Delaware, United States
- CNL Strategic Capital B, Inc. Subsidiary · Delaware, United States
- CNL Strategic Capital InvestCo, Inc. Subsidiary · Delaware, United States
- and 134 more
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC. Each entity in the chart links to its source.
What it owns
What CNL Strategic Capital, LLC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $84.8M3 Dec 31, 2025 | $146.3M3 Dec 31, 2024 | −42.0% |
Properties, in its own words
We do not own any real estate or other physical properties materially important to our operation. We believe that the office facilities of the Manager and Sub-Manager are suitable and adequate for our business as it is contemplated to be conducted.
Item 2 of the 10-K filed Mar 26, 2026.6
Leadership
Who has led CNL Strategic Capital, LLC, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
2025
- Chief executive officerChirag J. Bhavsar Apr 27, 2020 to Apr 27, 202017
- Chief financial officerTammy Tipton Apr 27, 2020 to Feb 2, 202218
- Chief operating officerBrett A. Schlemovitz Apr 27, 2020 to Apr 27, 202019
Board members and other officers (8)
- Senior Vice PresidentSafak Subasi Jan 12, 2022 to May 8, 202320
- Senior Managing DirectorPaul W. Drury Mar 30, 2022 to Jan 22, 202421
- Board memberBenjamin A. Posen Apr 27, 2020 to Apr 27, 202022
- Board memberJames M. Seneff Jr. Apr 27, 2020 to May 8, 202323
- Board memberMark D. Linsz Apr 27, 2020 to Apr 27, 202024
- Board memberRobert J. Woody Apr 27, 2020 to Apr 27, 202025
- General counselBradley Scott Yochum Dec 1, 2025 to now26
- General counselTracey B. Bracco Apr 27, 2020 to Apr 27, 202027
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- ANS Intermediate Holdco, LLC Ohio5
- ATA Holding Company LLC Delaware5
- ATA National Title Group, LLC Michigan5
- ATA Strategic Capital B, Inc. Delaware5
- ATA Strategic Capital DebtCo, LLC Delaware5
- ATA Strategic Capital EquityCo, LLC Delaware5
- Alex N. Sill Company, LLC Ohio5
- Alex N. Sill Insurance Adjustment Company (Canada), Ltd. Ontario5
- Arrow Pneumatics Illinois5
- Auriemma Consulting Group, Inc. New York5
- BR Strategic Capital DebtCo, LLC Delaware5
- BR Strategic Capital EquityCo, LLC Delaware5
- Berkshire Associates, Inc. Delaware5
- Blue Chip Retirement Plans, Inc. Delaware5
- Blue Ridge MidCo, LLC Delaware5
- Blue Ridge TopCo, LLC Delaware5
- CNL Strategic Capital B, Inc. Delaware5
- CNL Strategic Capital InvestCo, Inc. Delaware5
- Canadian Claim Quantification Services, Inc. Ontario5
- Career Transition Leads, LLC New Jersey5
- Clarion Safety Buyer, LLC Delaware5
- Clarion Safety Holdings, LLC Delaware5
- Clarion Safety Systems, LLC Pennsylvania5
- Clarion Strategic Capital DebtCo, LLC Delaware5
All 161 listed subsidiaries
- Clarion Strategic Capital EquityCo, LLC Delaware5
- Coastal Pension Services, LLC Delaware5
- DM Strategic Capital DebtCo, LLC Delaware5
- DM Strategic Capital EquityCo, LLC Delaware5
- Ecomaids, LLC Delaware5
- Elite Franchising Corp. Ontario5
- Expansion Properties, LLC Kansas5
- Florida Utility Solutions Florida5
- Fluid + Power Solutions S.A. de C.V. Mexico5
- GTM Intermediate Holdings, Inc. Delaware5
- GTM Phalanx Holdings, Inc. Delaware5
- Globe Business Publishing Limited United Kingdom5
- Healthcare Safety Holdings, LLC Delaware5
- Hopkins Bruce Publishers, LLC Texas5
- Huron Title Buyer, LLC Delaware5
- IFPG MidCo, LLC Delaware5
- IFPG PEP Holdco, LLC Delaware5
- IFPG PEP I-A, LLC Delaware5
- IFPG Strategic Capital B, Inc. Delaware5
- IFPG Strategic Capital DebtCo, LLC Delaware5
- IFPG Strategic Capital EquityCo, LLC Delaware5
- IFPG TopCo, LLC Delaware5
- International Benefit Planners, LLC California5
- International Franchise Professionals Group, LLC Delaware5
- LBR Jersey Topco Limited Jersey5
- LBR Strategic Capital B, Inc. Delaware5
- LBR Strategic Capital EquityCo, LLC Delaware5
- LBR UK Bidco Limited United Kingdom5
- LBR UK Holdco Limited United Kingdom5
- LBR UK Midco Limited United Kingdom5
- LD DebtCo, LLC Delaware5
- LD Parent, Inc. Delaware5
- LD Strategic Capital DebtCo, LLC Delaware5
- LD Strategic Capital EquityCo, LLC Delaware5
- Lado Agency, Inc. New Jersey5
- Law Business Research (Asia) Limited Hong Kong5
- Law Business Research Ltd United Kingdom5
- Law Business Research, Inc. Delaware5
- Law Business Research, LLC Delaware5
- Lawn Doctor, Inc. New Jersey5
- M&F Properties, Inc. New Jersey5
- MAP Retirement USA, LLC Wisconsin5
- MAP Retirement of Illiama, LLC Delaware5
- MAP Retirement, LLC Delaware5
- MAP Strategic Capital B, Inc. Delaware5
- MAP Strategic Capital DebtCo, LLC Delaware5
- MAP Strategic Capital EquityCo, LLC Delaware5
- MBL (Seminars) Ltd. United Kingdom5
- Machine Safety Specialists, LLC Delaware5
- Madison Retirement Holdings MidCo, LLC Delaware5
- Madison Retirement Holdings TopCo, LLC Delaware5
- Milton Industries, Inc. Delaware5
- Milton MidCo, LLC Delaware5
- Milton Strategic Capital DebtCo, LLC Delaware5
- Milton Strategic Capital EquityCo, LLC Delaware5
- Milton TopCo, LLC Delaware5
- Mosquito Hunters, LLC New Jersey5
- National Forensic Solutions, LLC Ohio5
- National-Spencer, Inc. Kansas5
- Polyform Holdings, Inc. Delaware5
- Polyform Products Company, Inc. Delaware5
- Polyform Strategic Capital DebtCo, LLC Delaware5
- Polyform Strategic Capital EquityCo, LLC Delaware5
- ProMax Limited Liability Company Pennsylvania5
- RE Strategic Capital B, Inc. Delaware5
- RE Strategic Capital DebtCo, LLC Delaware5
- RE Strategic Capital EquityCo, LLC Delaware5
- REG Buyer, LLC Delaware5
- REG Holdings, LLC Delaware5
- REG Parent, LLC Delaware5
- Resolution Economics, LLC California5
- Retirement Plan Alliance, LLC Wisconsin5
- Retirement Solutions Specialists, LLC Florida5
- Roundtable Equity Holdings, LLC Delaware5
- SDC Acquisition LLC Delaware5
- SDC Guarantor LLC Delaware5
- SDC Holdco LLC Delaware5
- SDC Intermediate Holdings LLC Delaware5
- SDC Investco LP Delaware5
- SDC Optionco LLC Delaware5
- SDC Strategic Capital DebtCo, LLC Delaware5
- SDC Strategic Capital EquityCo, LLC Delaware5
- SDC Ultimate Holdings LP Delaware5
- Seltser & Goldstein, LLC Massachusetts5
- Shina Corporation South Korea5
- Shipley Do-Nut Flour and Supply Co LLC Delaware5
- Shipley Franchise Company LLC Delaware5
- Shipley Restaurant Company LLC Delaware5
- Sill Buyer, LLC Delaware5
- Sill Holdings, LLC Delaware5
- Sill Strategic Capital DebtCo, LLC Delaware5
- Sill Strategic Capital EquityCo, LLC Delaware5
- Sparkle Squad LLC Delaware5
- Steck Manufacturing Company Ohio5
- TM Strategic Capital DebtCo, LLC Delaware5
- TM Strategic Capital EquityCo, LLC Delaware5
- TacMed Holdings, LLC Delaware5
- TacMed Simulation, Inc. Florida5
- TacMed Solutions, LLC South Carolina5
- Tactical Medical Solutions, LLC Delaware5
- Talon Title Agency LLC Ohio5
- Tax Sheltered Compensation, Inc. Minnesota5
- Thunder Technologies, LLC Michigan5
- Tool Group Holdings Corp. Delaware5
- Transition Finance Strategies, LLC (d/b/a Blue Ridge ESOP Associates) Virginia5
- UM Holding Corp. Indiana5
- UM Strategic Capital DebtCo, LLC Delaware5
- UM Strategic Capital EquityCo, LLC Delaware5
- USA Industries BuyerCo, LLC Delaware5
- USA Industries Holdings, LLC Delaware5
- USA Industries MidCo, LLC Delaware5
- USA Industries TopCo, LLC Delaware5
- USA Water Intermediate Holdings, LLC Delaware5
- USA-Ind Strategic Capital DebtCo, LLC Delaware5
- USA-Ind Strategic Capital EquityCo, LLC Delaware5
- USAW DebtCo, LP Delaware5
- USAW EquityCo, LP Delaware5
- USAW Intermediate Holdco, LLC Delaware5
- USAW Midco, LLC Delaware5
- USAW Parent, LLC Delaware5
- USAW Strategic Capital B, Inc. Delaware5
- USAW Strategic Capital DebtCo, LLC Delaware5
- USAW Strategic Capital EquityCo, LLC Delaware5
- USAW, LLC Delaware5
- USR Strategic Capital DebtCo, LLC Delaware5
- USR Strategic Capital EquityCo, LLC Delaware5
- Ultimed, Inc. Minnesota5
- Vektek Employer, LLC Delaware5
- Vektek Holdings, LLC Delaware5
- Vektek LLC Delaware5
- Vektek Precision Machinery (Dalian) Co., Ltd. China5
- Vektek Strategic Capital B, Inc. Delaware5
- Vektek Strategic Capital DebtCo, LLC Delaware5
- Vektek Strategic Capital EquityCo, LLC Delaware5
- Worldwide Legal Research, Ltd United Kingdom5
- Young Adjustment Company, LLC Delaware5
- insideARM, LLC Maryland5
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Oct 7, 20268-K Other events28
- Sep 24, 20268-K Other events29
- Aug 24, 20268-K Other events30
- Aug 13, 20268-K Entered a material agreement; New debt or obligation31
- Jul 24, 20268-K Other events32
- Jun 23, 20268-K Other events33
- Jun 2, 20268-K Entered a material agreement; New debt or obligation; Shareholder vote34
- May 22, 20268-K Other events35
- May 4, 20268-K Shareholder vote36
- Apr 24, 20268-K Other events37
- Mar 24, 20268-K Other events38
- Feb 23, 20268-K Entered a material agreement; New debt or obligation; Other events39
- Apr 27, 2020New chief executive Chirag J. Bhavsar becomes CEO17
- Aug 9, 2016Founded CNL Strategic Capital, LLC is founded2
Filings
243 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 76 major events, 13 insider forms, 134 other. The latest 20:
- Oct 7, 2026424B3 SUPPLEMENT NO. 26 DATED OCTOBER 7, 2026 EDGAR
- Oct 7, 20268-K CURRENT REPORT EDGAR
- Sep 24, 2026424B3 SUPPLEMENT NO. 25 DATED SEPTEMBER 24, 2026 EDGAR
- Sep 24, 20268-K EDGAR
- Aug 24, 2026424B3 SUPPLEMENT NO 24 DATED AUGUST 24, 2026 EDGAR
- Aug 24, 20268-K CURRENT REPORT EDGAR
- Aug 13, 20268-K CURRENT REPORT EDGAR
- Aug 6, 2026DEF 14A DEFINITIVE PROXY STATEMENT EDGAR
- Aug 6, 202610-Q EDGAR
- Jul 24, 2026424B3 SUPPLEMENT NO 23 DATED JULY 24, 2026 EDGAR
- Jul 24, 20268-K CURRENT REPORT EDGAR
- Jun 23, 2026424B3 SUPPLEMENT NO. 22 DATED JUNE 23, 2026 EDGAR
- Jun 23, 20268-K CURRENT REPORT EDGAR
- Jun 2, 20268-K CURRENT REPORT EDGAR
- May 26, 2026424B3 SUPPLEMENT NO. 21 DATED MAY 22, 2026 EDGAR
- May 22, 20268-K CURRENT REPORT EDGAR
- May 12, 2026424B3 SUPPLEMENT NO. 20 DATED MAY 12, 2026 EDGAR
- May 7, 202610-Q EDGAR
- May 4, 20268-K CURRENT REPORT EDGAR
- Apr 24, 2026424B3 SUPPLEMENT NO. 19 DATED APRIL 24, 2026 EDGAR
The 243 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
7 open-market trades by officers, directors and large owners since October 2021: 5 buys and 2 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Nov 30, 2023 | Drury Paul WSenior Managing Director | Buy | 1,490 | $33.55 | $50.0K | Form 4 |
| May 5, 2023 | SUBASI SAFAKSenior Vice President | Buy | 303 | Form 4 | ||
| May 5, 2023 | SENEFF JAMES M JRDirector | Sale | 303 | Form 4 | ||
| May 4, 2023 | Drury Paul WSenior Managing Director | Buy | 2,248 | $33.36 | $75.0K | Form 4 |
| Sep 22, 2022 | SENEFF JAMES M JRDirector | Sale | 298 | Form 4 | ||
| Sep 22, 2022 | SUBASI SAFAKSenior Vice President | Buy | 298 | Form 4 | ||
| Jan 31, 2022 | Tipton TammyChief Financial Officer | Buy | 2,726 | $31.18 | $85.0K | Form 4 |
From Forms 4 filed with the SEC.
SEC filer profile
How CNL Strategic Capital, LLC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCNL Strategic Capital, LLC1
- CIK0001684682
- Employer ID (EIN)32-05038496
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company6
- Incorporated inDelaware6
- Fiscal year endsDecember 311
- Industry code (SIC)6282 Investment Advice1
- SEC reviewing officeOffice of Finance, Division of Corporation Finance1
- Business addressP.O. Box 4920, Orlando, FL 328021
- Phone407-650-10001
- Shares outstanding3,724,101 Common Class Fa shares; 9,257,524 Common Class A shares; 2,024,165 Common Class T shares; 3,067,485 Common Class D shares; 17,145,343 Common Class I shares; 1,687,939 Common Class S shares as of Mar 19, 20266
- Public float$34.6M as of Jun 30, 20256
- AuditorErnst & Young LLP, Orlando, Florida PCAOB ID 42; no auditor attestation of internal control over financial reporting6
- On EDGAR sinceSep 30, 20161
- Filings458 in all: 424B3 (170), 8-K (134), 10-Q (26), 3 (13), 4 (13), DRSLTR (11), EFFECT (10), DEF 14A (9)1
All 25 form types
UPLOAD (9), 10-K (8), DEFA14A (8), POS AM (7), S-1/A (7), CORRESP (6), 8-K/A (5), ARS (4), D (4), DRS/A (4), S-1 (3), 4/A (2), 8-A12G (1), DOSLTR (1), DRS (1), POS EX (1), PRE 14A (1)
- Latest filingsAnnual report (10-K) Mar 26, 2026
Quarterly report (10-Q) Aug 6, 2026
Proxy statement (DEF 14A) Aug 6, 2026
Latest 8-K (8-K) Oct 7, 2026
Risk factors and legal proceedings
The risks CNL Strategic Capital, LLC names in Item 1A of its 10-K filed Mar 26, 2026: 75 risks under these headings, as written.6
- Risks Related to Our Shares
- The offering prices may change on a monthly basis and investors may not know the offering price when they submit their subscription agreements.
- Investors will not have the opportunity to evaluate the assets we acquire before we make them, which makes an investment in us more speculative.
- The Second Follow-On Public Offering is a “best efforts” offering and if we are unable to raise substantial funds, we will be limited in the number and type of acquisitions we may make, and the value of an investment in us will fluctuate with the performance of the assets we acquire.
- The shares will not be listed on an exchange or quoted through a national quotation system for the foreseeable future, if ever. Therefore, investors in the shares will have limited liquidity and may not receive a full return of their invested capital if investors sell their shares.
- Under our share repurchase program, our ability to make new acquisitions of businesses or increase the current distribution rate may become limited if, during any consecutive two-year period, we do not have at least one quarter in which we fully satisfy 100% of properly submitted repurchase requests, which may adversely affect our flexibility and our ability to achieve our investment objectives.
- The ongoing offering price may not accurately reflect the value of our assets.
- Valuations and appraisals of our assets are estimates of fair value and may not necessarily correspond to realizable value.
- Our net asset value per share may change materially if the valuations of our assets materially change from prior valuations or the actual operating results for a particular month differ from what we originally budgeted for that month.
- The amount of any distributions we may pay is uncertain. We may not be able to pay investors distributions and our distributions may not grow over time.
- Because the Managing Dealer is an affiliate of the Manager, investors will not have the benefit of an independent review of the Second Follow-On Public Offering or us customarily performed in underwritten offerings.
- We may be unable to use a significant portion of the net proceeds of the Second Follow-On Public Offering on acceptable terms in the timeframe contemplated by the prospectus relating to the Second Follow-On Public Offering.
The other 64 risks
- Investors’ interest in us will be diluted if we issue additional shares, which could reduce the overall value of the investment.
- Investors will experience substantial dilution in the net tangible book value of their shares equal to the offering costs and sales load associated with their shares and will encounter substantial on-going fees and expenses.
- Our business could be adversely affected if we fail to maintain our qualification as a venture capital operating company, or VCOC, under the Plan Asset Regulation.
- Risks Related to Our Organization and Structure
- We may be unable to successfully implement our business and acquisition strategies or generate sufficient cash flow to make distributions to our shareholders.
- Our ability to implement and execute our business strategy depends on the Manager’s and the Sub-Manager’s ability to manage and support our business operations. If the Manager or the Sub-Manager were to lose any members of their respective senior management teams, our ability to implement and execute our business strategy could be significantly harmed.
- Our board of directors may change our business and acquisition policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to investors.
- If we internalize our management functions, investors’ interest in us could be diluted, and we could incur other significant costs and face other significant risks associated with being self-managed.
- Anti-takeover provisions in our LLC Agreement could inhibit a change in control.
- We may have conflicts of interest with the noncontrolling shareholders of our businesses.
- An investor’s investment return may be reduced if we are required to register as an investment company under the Investment Company Act.
- If, in the future, we cease to control and operate our businesses, we may be deemed to be an investment company under the Investment Company Act.
- Risks Related to the Manager, the Sub-Manager and Their Respective Affiliates
- Our success will be dependent on the performance of the Manager and the Sub-Manager and their respective affiliates, but investors should not rely on the past performance of the Manager, the Sub-Manager and their respective affiliates as an indication of future success. Prior to the Initial Public Offering, affiliates of CNL had only sponsored real estate and credit investment programs.
- The Manager, the Sub-Manager and their respective affiliates, including our officers and some of our directors will face conflicts of interest including conflicts that may result from compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our shareholders.
- We pay substantial fees and expenses to the Manager, the Sub-Manager, the Managing Dealer or their respective affiliates. These payments increase the risk that investors will not earn a profit on their investment.
- The time and resources that individuals associated with the Manager and the Sub-Manager devote to us may be diverted.
- We do not have a policy that expressly prohibits our directors, officers, or affiliates from engaging for their own account in business activities of the types conducted by us.
- The Manager and the Sub-Manager will experience conflicts of interest in connection with the management of our business affairs, our businesses and their respective other accounts and clients.
- The Sub-Manager may experience conflicts of interests in its management of other clients that may have a similar business strategy as us.
- The Manager and its respective affiliates may have an incentive to delay a liquidity event, which may result in actions that are not in the best interest of our shareholders.
- Our access to confidential information may restrict our ability to take action with respect to our businesses, which, in turn, may negatively affect our results of operations.
- We may be obligated to pay the Manager and the Sub-Manager incentive fees even if there is a decline in the value of our assets for that calendar year and even if our earned interest income is not payable in cash.
- The Manager’s and the Sub-Manager’s liability is limited under the Management Agreement, the Sub-Management Agreement, the Administrative Services Agreement and the Sub-Administration Agreement, as applicable, and we are required to indemnify the Manager and the Sub-Manager against certain liabilities, which may lead them to act in a riskier manner on our behalf than it would when acting for their own account.
- Each of the Manager and the Sub-Manager can resign on 120 days notice and, pursuant to the Sub-Management Agreement, the Manager and the Sub-Manager have agreed to resign if the other is terminated for anything other than cause and we may not be able to find suitable replacement(s) within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
- Risks Related to Our Business
- A business strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies.
- We face risks with respect to the evaluation and management of future acquisitions.
- If we cannot obtain debt financing or equity capital on acceptable terms, our ability to finance future acquisitions of businesses and expand our operations will be adversely affected.
- We may face increasing competition for acquisition opportunities, which could delay deployment of our capital, reduce returns and result in losses.
- We rely on receipts from our businesses to make distributions to our shareholders.
- We anticipate acquiring controlling interests in a limited number of businesses and these businesses may be subject to unplanned business interruptions.
- The outbreak of highly infectious or contagious diseases could materially and adversely impact our business, our operating businesses, our financial condition, results of operations and cash flows.
- In certain circumstances, certain business analyses and decisions by the Manager and the Sub-Manager may be required to be undertaken on an expedited basis.
- Our success is dependent on general economic, political and market conditions.
- We will be exposed to risks associated with changes to overall pricing and valuation multiples of durable and high-quality private companies.
- Financial results of certain of our businesses may be affected by the operating results of and actions taken by their franchisees.
- For certain of our businesses, a limited number of customers may account for a large portion of their net sales, so that if one or more of the major customers were to experience difficulties in fulfilling their obligations to such businesses, cease doing business with such businesses, significantly reduce the amount of their purchases from such businesses or return substantial amounts of such businesses’ products, it could have a material adverse effect on our business, financial condition and results of operations.
- Some of our businesses are or may be dependent upon the financial and operating conditions of their customers and clients. If the demand for their customers’ and clients’ products and services declines, demand for their products and services will be similarly affected and could have a material adverse effect on their financial condition, business and results of operations.
- Some of our businesses are and may be subject to a variety of federal, state and foreign laws and regulations concerning employment, health, safety and products liability. Failure to comply with governmental laws and regulations could subject them to, among other things, potential financial liability, penalties and legal expenses which could have a material adverse effect on our financial condition, business and results of operations.
- Some of our businesses are and may be subject to federal, state and foreign environmental laws and regulations that expose them to potential financial liability. Complying with applicable environmental laws requires significant resources, and if our businesses fail to comply, they could be subject to substantial liability.
- Some of our businesses are subject to certain risks associated with business they conduct in foreign jurisdictions.
- Some of the businesses we acquire may rely on their intellectual property and licenses to use others’ intellectual property, for competitive advantage. If they are unable to protect their intellectual property, are unable to obtain or retain licenses to use others’ intellectual property, or if they infringe upon or are alleged to have infringed upon others’ intellectual property, it could have a material adverse effect on their financial condition, business and results of operations.
- Some of the businesses we acquire may be subject to certain risks associated with the movement of businesses offshore.
- Defaults by our businesses will harm our operating results.
- Our businesses may incur debt that ranks equally with, or senior to, our debt in such businesses.
- We may not have the funds or ability to make additional capital contributions or loans to our businesses.
- The debt positions we will typically acquire in connection with our acquisition of controlling equity interests in businesses may be risky, and we could lose all or part of our assets.
- We have acquired, and may acquire in the future, debt and minority interests in businesses and, if we do so, we may not be in a position to control such businesses, and their respective management team may make decisions that could decrease the value of our assets.
- The credit ratings of certain of our assets may not be indicative of the actual credit risk of such rated instruments.
- Subordinated liens on collateral securing debt that we may acquire in businesses may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
- There may be circumstances where the loans we make to businesses could be subordinated to claims of other creditors or we could be subject to lender liability claims.
- Certain of our assets may be adversely affected by laws relating to fraudulent conveyance or voidable preferences.
- We may acquire various structured financial instruments for purposes of “hedging” or reducing our risks, which may be costly and ineffective and could reduce the cash available to service our debt or for distribution to our shareholders.
- The downgrade of the U.S. credit rating could negatively impact our business, financial condition and results of operations.
- To the extent that we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available to service our debt or for distribution to our shareholders, and result in losses.
- Future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.
- We could be negatively impacted by cybersecurity attacks.
- Technological developments in artificial intelligence could disrupt the markets in which we and our businesses operate and subject us and our businesses to increased competition, legal and regulatory risks and compliance costs.
- We, and our businesses, are subject to a variety of federal, state and international laws and other obligations regarding data protection.
- We may acquire interests in joint ventures, which creates additional risk because, among other things, we cannot exercise sole decision making power and our partners may have different economic interests than we have.
- A significant portion of our assets are recorded at fair value as determined in good faith by our board of directors, with assistance from the Manager and the Sub-Manager and, as a result, there will be uncertainty as to the value of our assets.
- We may experience fluctuations in our quarterly results.
- We may experience fluctuations in our operating expenses.
- We will be exposed to risks associated with changes in interest rates.
- Risks Related to Tax
- Shareholders may realize taxable income without cash distributions, and may have to use funds from other sources to fund tax liabilities.
- If we were to become taxable as a corporation for U.S. federal income tax purposes, we would be required to pay income tax at corporate rates on our net income and would reduce the amount of cash available for distributions to our shareholders. Such distributions, if any, by us to shareholders would constitute dividend income taxable to such shareholders, to the extent of our earnings and profits.
Legal proceedings
From time to time, we may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our businesses. In addition, our business and the businesses of the Manager, the Sub-Manager and the Managing Dealer are subject to extensive regulation, which may result in regulatory proceedings. Legal proceedings, lawsuits, claims and regulatory proceedings are subject to many uncertainties and their ultimate outcomes are not predictable with assurance.
As of December 31, 2025, we were not involved in any legal proceedings. Additionally, there is no action, suit or proceeding pending before any court, or, to our knowledge, threatened by any regulatory agency or other third party, against the Manager, the Sub-Manager or the Managing Dealer that would have a material adverse effect on us.
The opening of Item 3, Legal Proceedings.6
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 20SEC EDGARSafak Subasi, Senior Vice President
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- 22SEC EDGARBenjamin A. Posen, Board member
- 23SEC EDGARJames M. Seneff Jr., Board member
- 24SEC EDGARMark D. Linsz, Board member
- 25SEC EDGARRobert J. Woody, Board member
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- 27SEC EDGARTracey B. Bracco, General counsel
- 28SEC EDGAROther events
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- 32SEC EDGAROther events
- 33SEC EDGAROther events
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- 35SEC EDGAROther events
- 36SEC EDGARShareholder vote
- 37SEC EDGAROther events
- 38SEC EDGAROther events
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