Monica J. Shilling, P.C.

Van Whiting

Kirkland & Ellis LLP

2049 Century Park East, 37th Floor

Los Angeles, California 90067

(310) 552-4200

Nicole M. Runyan, P.C.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

The name of the issuer is Crescent Private Income Corp. (the “Company”). The Company is a closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). It is organized as a Maryland corporation. The principal executive office of the Company is located at 11100 Santa Monica Blvd., Los Angeles, CA 90025 and the telephone number is (310) 235-5900.

The title of the securities that are the subject of the offer to purchase and the related Letter of Transmittal (“Offer to Purchase” and the tender offer made thereby, the “Offer”) are Class I shares of common stock, par value $0.01 per share (the “Class I Shares”), Class D shares of common stock, par value $0.01 per share (the “Class D Shares”), and Class S shares of common stock, par value $0.01 per share (the “Class S Shares” and together with Class I Shares and Class D Shares, the “Shares”), or portions thereof. As of the close of business on October 31, 2024, there were 6,270,348 Class I Shares outstanding, 0 Class D Shares outstanding, and 0 Class S Shares outstanding. Subject to the conditions set forth in the Offer to Purchase, the Company will purchase up to 5.0% of the Company’s outstanding Shares that are tendered by holders of the Company’s Shares (“Stockholders”) and not withdrawn as described in the Offer to Purchase (the “Offer Amount”). The Shares subject to the Offer represent approximately 5.0% of the Company’s Shares outstanding as of October 31, 2024.

Shares are not traded in any market.

The Company is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. Crescent Cap NT Advisors, LLC (the “Adviser”) serves as the investment adviser for the Company. The Adviser is located at 11100 Santa Monica Blvd., Los Angeles, CA 90025 and its telephone number is (310) 235-5900. The members of the Company’s Board of Directors (the “Board”) are Kathleen S. Briscoe, Susan Yun Lee, Martha Solis-Turner, Jason Breaux and Christopher G. Wright (each, a “Director”). The Chief Executive Officer is Eric Hall, the President is Raymond Barrios, the Chief Financial Officer is Kirill Bouek, the Chief Compliance Officer is Erik Barrios and the Secretary is George P. Hawley. The Directors and the executive officers of the Company may be reached at the Company’s business address and phone number set forth in Item 2(a) above.

(i) Subject to the conditions set forth in the Offer to Purchase, the Company will purchase up to 313,517 Shares that are tendered by Stockholders by 11:59 p.m., Eastern Time, on December 23, 2024 and not withdrawn as described in Item 4(a)(1)(vi).

(ii)  The purchase price of a Share (or portion thereof) tendered will be its net asset value as of November 30, 2024 or a later date determined by the Company if the Offer is extended (in each case, the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase. Reference is made to the Cover Page, Section 2 “Offer to Purchase and Price” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

The Offer is scheduled to expire on December 23, 2024 unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 “Offer to Purchase and Price” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference.

Not applicable.

Reference is made to the Cover Page, Summary Term Sheet and Section 7 “Certain Conditions of the Offer” of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to Section 5 “Withdrawal Rights” of the Offer to Purchase, which is incorporated herein by reference.

Reference is made to the Cover Page, Section 4 “Procedure for Tenders” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference. Note that certain Stockholders may be required to deliver their Letter of Transmittal to their Financial Advisor (instead of directly to the Company’s transfer agent, SS&C GIDS, Inc.). All Stockholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein.

Reference is made to Section 4 “Procedure for Tenders” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to the Cover Page, Section 3 “Amount of Tender,” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to Section 2 “Offer to Purchase and Price” of the Offer to Purchase, which is incorporated herein by reference.

Not applicable.

Reference is made to Section 10 “Certain Federal Income Tax Consequences” of the Offer to Purchase, which is incorporated herein by reference.

Not applicable.

Any Shares to be purchased from any officer, Director or affiliate of the Company will be on the same terms and conditions as any other purchase of Shares. To the Company’s knowledge, none of the officers, Directors, or affiliates of the Company intends to tender Shares in the Offer.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

The Company’s prospectus, dated August 28, 2024, as amended and/or supplemented from time to time (the “Prospectus”), provides that the Board has the discretion to determine whether the Company will purchase Shares from Stockholders from time to time pursuant to written tenders. The Adviser expects that it will recommend to the Board that the Company purchase Shares from Stockholders quarterly. However, the Company is not required to conduct tender offers.

Reference is made to Section 1 “Background and Purpose of the Offer” of the Offer to Purchase, which is incorporated herein by reference.

Reference is made to Section 8 “Certain Information About the Company” of the Offer to Purchase, which is incorporated herein by reference. Because Shares are not traded in any market, subsections (6), (7), and (8) of Regulation M-A Item 1006(c) are not applicable to the Company.

Reference is made to Section 6 “Purchases and Payment” of the Offer to Purchase, which is incorporated herein by reference.

Based on the number of Shares outstanding as of October 31, 2024, the following persons own the number of Shares indicated in the below table.

Jason Breaux

Christopher G. Wright

Kathleen S. Briscoe

Susan Yun Lee

Martha Solis-Turner

Eric Hall

Raymond Barrios

Kirill Bouek

Erik Barrios

George P. Hawley

Crescent Capital Group LP

Less than 1%.

Reference is made to Section 8 “Certain Information About the Company” of the Offer to Purchase, which is incorporated herein by reference.

No persons have been employed, retained, or are to be compensated by the Company to make solicitations or recommendations in connection with the Offer to Purchase.

Not applicable. The consideration offered to security holders consists solely of cash. The Offer is not subject to any financing condition, and the Company is a public reporting company under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that files reports electronically on EDGAR.

Not applicable.

(1)   None.

(2)   None.

(3)   Not applicable.

(4)   None.

(5)   None.

The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety.