Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Monroe Capital Enhanced Corporate Lending Fund (Name of Issuer) |
Class I Shares of Beneficial Interest, par value $0.01 per share (Title of Class of Securities) |
610336307 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 610336307 |
| 1 | Names of Reporting Persons
W Sponsoring SCSp | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,947,887.88 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
99.98 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: See Item 4. Percent of class calculated based on 3,948,487.88 Class I shares of beneficial interest in the Issuer outstanding as of December 31, 2025 (as disclosed to the Reporting Persons by the Issuer).
SCHEDULE 13G
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| CUSIP No. | 610336307 |
| 1 | Names of Reporting Persons
Wendel Luxembourg S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,947,887.88 | ||||||||
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
99.98 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: See Item 4. Percent of class calculated based on 3,948,487.88 Class I shares of beneficial interest in the Issuer outstanding as of December 31, 2025 (as disclosed to the Reporting Persons by the Issuer).
SCHEDULE 13G
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| CUSIP No. | 610336307 |
| 1 | Names of Reporting Persons
Wendel SE | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,948,487.88 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
100.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: See Item 4. Percent of class calculated based on 3,948,487.88 Class I shares of beneficial interest in the Issuer outstanding as of December 31, 2025 (as disclosed to the Reporting Persons by the Issuer).
SCHEDULE 13G
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| CUSIP No. | 610336307 |
| 1 | Names of Reporting Persons
Wendel-Participations SE | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,948,487.88 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
100.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: See Item 4. Percent of class calculated based on 3,948,487.88 Class I shares of beneficial interest in the Issuer outstanding as of December 31, 2025 (as disclosed to the Reporting Persons by the Issuer).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Monroe Capital Enhanced Corporate Lending Fund | |
| (b) | Address of issuer's principal executive offices:
155 N. Wacker Drive, Floor 35, Chicago IL 60606 | |
| Item 2. | ||
| (a) | Name of person filing:
1: W Sponsoring SCSp 2: Wendel Luxembourg S.A. 3: Wendel SE 4: Wendel-Participations SE | |
| (b) | Address or principal business office or, if none, residence:
1: 11-15 avenue Emile Reuter, Luxembourg L-2420 2: 11-15 avenue Emile Reuter, Luxembourg L-2420 3: 2-4, rue Paul Cezanne, Paris, France 75008 4: 2-4, rue Paul Cezanne, Paris, France 75008 | |
| (c) | Citizenship:
1: Luxembourg 2: Luxembourg 3: France 4: France | |
| (d) | Title of class of securities:
Class I Shares of Beneficial Interest, par value $0.01 per share | |
| (e) | CUSIP No.:
610336307 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s). | |
| (b) | Percent of class:
See the response(s) to Item 11 on the attached cover page(s). %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s). | ||
| (ii) Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover page(s). | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s). | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s). As of the date hereof, W Sponsoring SCSp ("Sponsoring") directly owns 3,947,887.88 issued and outstanding Class I shares of beneficial interest, par value $0.01 per share, of the Issuer (the "Shares"), representing 99.98% of the total amount of the outstanding Shares. Sponsoring is a special limited partnership (societe en commandite speciale) organized under the laws of the Grand Duchy of Luxembourg and managed by a board of managers (the "Board of Managers"). A majority vote of managers is required for any action by the Board of Manag
ers, and no single manager has a veto right. The sole general partner of Sponsoring, Oranje-Nassau GP S.a r.l. (the "General Partner"), is not actively involved in management of Sponsoring. The General Partner and the Board of Managers disclaim beneficial ownership of the securities reported herein. Sponsoring's limited partner interest is wholly owned by Wendel Luxembourg S.A. ("Wendel Lux"), a wholly-owned direct subsidiary of Wendel SE, a French investment company listed on the Euronext Paris stock-exchange. Wendel-Participations SE ("Participations" and, together with Sponsoring, Wendel Lux and Wendel SE, each a "Reporting Person" and, collectively, the "Reporting Persons") holds, as of December 31, 2025 and together with its related parties, approximately 41.1% of the share capital, and 53.1% of the exercisable voting rights (on the basis of the total number of shares and voting rights of Wendel SE as of December 31, 2025), and has the ability to appoint a majority of the members of the supervisory board, of Wendel SE. Accordingly, upon Sponsoring's acquisition of Shares, each of the other Reporting Persons may be deemed to have become an indirect beneficial owner of such Shares. As of the date hereof, Monroe Capital Onshore Holdco LLC ("Onshore HoldCo") directly owns 600 issued and outstanding Shares, representing 0.02% of the total amount of the outstanding Shares. Onshore Holdco, a Delaware limited liability company, is directly wholly owned by Monroe Capital Intermediate Holdings, LLC, which is in turn indirectly majority-owned by Wendel SE. Accordingly, upon Onshore HoldCo's acquisition of Shares, each of Wendel SE and Participations may be deemed to have become an indirect beneficial owner of such Shares. Each Reporting Person may be deemed to beneficially own the Shares beneficially owned by Sponsoring, and Wendel SE and Participations may be deemed to beneficially own the Shares beneficially owned by Onshore Holdco, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Sponsoring to the extent it directly holds Issuer securities reported herein) is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and each of the Reporting Persons (other than Sponsoring to the extent it directly holds Issuer securities reported herein) expressly disclaims beneficial ownership of such Shares. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the persons named in Item 4 above or Item 8 below and the partners, members, affiliates and shareholders of the Reporting Persons and of the other persons named in Item 4 above or Item 8 below has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of the Exchange Act. The joint filing agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. Each of the Reporting Persons (other than Sponsoring to the extent it directly holds Issuer securities reported herein) expressly disclaims beneficial ownership of the Shares reported herein. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 - Joint Filing Agreement |