|
All Communications, Notices and Orders to:
Yoohyun K. Choi
HPS Investment Partners, LLC
40 West 57th Street
33rd Floor
New York, NY 10019
Tel: (212) 287-6767
|
Copies to:
Richard Horowitz, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Tel: (212) 698-3500
|
| • |
HPS Corporate Lending Fund, a closed-end management investment company that intends to elect to be regulated as a business development company (“BDC”) under Section 54(a) of the 1940 Act1 (“HPS Fund” or the “Existing Regulated Entity”);
|
| • |
HPS Investment Partners, LLC, the investment adviser to the Existing Regulated Entity (“HPS”);
|
| • |
The investment advisory subsidiaries and relying advisers of HPS set forth on Schedule A hereto (each such investment adviser and HPS, an “Existing Adviser” and collectively, the “Existing Advisers”); and
|
| • |
Investment funds set forth on Schedule A hereto, each of which is an entity whose investment adviser is an Existing Adviser and that would be an “investment company” but for Section 3(c)(1) or 3(c)(7) of the 1940 Act (collectively, the “Existing Affiliated Funds” and, collectively with the Existing Regulated Entity and the Existing Advisers, the “Applicants”).
|
| 1 |
Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose of making investments in securities described in Sections 55(a)(1) through 55(a)(3) of the 1940 Act and makes available significant
managerial assistance with respect to the issuers of such securities.
|
| 2 |
“Regulated Entity” means the Existing Regulated Entity and any Future Regulated Entity. “Future Regulated Entity” means (a) any closed-end management
investment company formed in the future that is registered under the 1940 Act, or any closed-end management investment company that has elected to be regulated as a BDC, (b) whose investment adviser is an Adviser and (c) that intends to
participate in the co-investment program described in the Application.
|
| 3 |
“Affiliated Fund” means any Existing Affiliated Fund or any Future Affiliated Fund. “Future Affiliated Fund” means (a) any investment fund that would be an
“investment company” but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (b) is formed in the future, (c) whose investment adviser is an Adviser and (d) that intends to participate in the co-investment program described in the Application.
No Affiliated Fund is or will be a subsidiary of a Regulated Entity.
|
| 4 |
The term “Future Adviser” means any future investment adviser that (i) controls, is controlled by or is under common control with HPS, (ii) is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”) and (iii) is not a Regulated Entity or a subsidiary of a Regulated Entity.
|
| 5 |
The term “Wholly-Owned Investment Sub” means an entity (a) whose sole business purpose is to hold one or more
investments on behalf of a Regulated Entity (and, in the case of an SBIC Subsidiary (as defined below), maintain a license under the SBA Act (as defined below) and issue debentures guaranteed by the SBA (as defined below)); (b) that is
wholly-owned by the Regulated Entity (with the Regulated Entity at all times holding, beneficially and of record, 100% of the voting and economic interests), (c) with respect to which the Regulated Entity’s Board (as defined below) has
the sole authority to make all determinations with respect to the entity’s participation under the conditions to this Application; and (d) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act. All subsidiaries
of the Regulated Entity participating in Co-Investment Transactions will be Wholly-Owned Investment Subs. The term “SBIC Subsidiary” means a
Wholly-Owned Investment Sub that is licensed by the Small Business Administration (the “SBA”) to operate under the Small Business Investment Act
of 1958, as amended, (the “SBA Act”) as a small business investment company (an “SBIC”).
|
| 6 |
The term “Board” refers to the board of directors (or equivalent) of any Regulated Entity.
|
| 7 |
See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5,
1995).
|
| A. |
HPS Corporate Lending Fund
|
| B. |
Existing Advisers
|
| C. |
Existing Affiliated Funds
|
| 8 |
The term “Independent Trustees” means with respect to any Board, the directors or trustees who are not “interested persons,” within the meaning of Section 2(a)(19).
|
| A. |
Section 17(d) and Section 57(a)(4)
|
| • |
Any director, officer, employee, or member of an advisory board of a BDC; or any person (other than the BDC itself) who is an affiliated person of the forgoing pursuant to Section 2(a)(3)(C) of the 1940 Act; or
|
| 9 |
Also excluded from this category by Rule 57b-1 is any person who would otherwise be included (a) solely because that person is directly or indirectly controlled by a business development company, or (b) solely because that person is,
within the meaning of Section 2(a)(3)(C) or (D), an affiliated person of a person described in (a) above.
|
| 10 |
See, e.g., SEC Rel. No. IC-4697 (Sept. 8, 1966) (“For purposes of Section 2(a)(3)(C), affiliation based upon control would depend on the facts of the given situation, including such factors
as extensive interlocks of officers, directors or key personnel, common investment advisers or underwriters, etc.”); Lazard Freres Asset Management, SEC
No-Action Letter (pub. avail. Jan. 10, 1997) (“While, in some circumstances, the nature of an advisory relationship may give an adviser control over its client’s management or policies, whether an investment company and another entity are
under common control is a factual question…”); In re Investment Company Mergers, SEC Rel. No. IC-25259 (Nov. 8, 2001); In re Steadman
Security Corp., 46 S.E.C. 896, 920 n.81 (1977) (“[T]he investment adviser almost always controls the fund. Only in the very rare case where the adviser’s role is simply that of
advising others who may or may not elect to be guided by his advice...can the adviser realistically be deemed not in control.”).
|
| B. |
Rule 17d-1
|
| C. |
Protection Provided by the Proposed Conditions
|
| 11 |
The term “Objectives and Strategies” means a Regulated Entity’s investment objectives and strategies as described in the Regulated Entity’s registration statement, other filings the Regulated
Entity has made with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, and the Regulated Entity’s reports to
shareholders.
|
| 12 |
The term “Board-Established Criteria” means criteria that the Board of the applicable Regulated Entity may establish from time to time to describe the
characteristics of Potential Co-Investment Transactions which would be within the Regulated Entity’s then-current Objectives and Strategies that the applicable Adviser should consider as appropriate for the Regulated Entity. If no
Board-Established Criteria are in effect for a Regulated Entity, then such Adviser will consider all Potential Co-Investment Transactions that fall within the then-current Objectives and Strategies for that Regulated Entity.
Board-Established Criteria will be objective and testable, meaning that they will be based on observable information, such as industry/sector of the issuer, minimum earnings before interest, taxes, depreciation and amortization of the
issuer, asset class of the investment opportunity or required commitment size, and not on characteristics that involve discretionary assessment. The Adviser to a Regulated Entity may from time to time recommend criteria for the applicable
Board’s consideration, but Board-Established Criteria will only become effective if approved by a majority of the Independent Trustees. The Independent Trustees of a Regulated Entity may at any time rescind, suspend or qualify its
approval of any Board-Established Criteria, though Applicants anticipate that, under normal circumstances, the Board would not modify these criteria more often than quarterly.
|
| 13 |
In the case of a Regulated Entity that is a registered closed-end fund, the Board members that make up the Required Majority will be determined as if the Regulated Entity were a BDC subject to Section 57(o).
|
| D. |
Conditions
|
| a. |
Each Adviser will establish, maintain and implement policies and procedures reasonably designed to ensure that it identifies for each Regulated Entity all Potential Co-Investment Transactions that (i) the Adviser considers for any other
Regulated Entity or Affiliated Fund and (ii) fall within the Regulated Entity’s then-current Objectives and Strategies and Board-Established Criteria.
|
| b. |
When an Adviser identifies a Potential Co-Investment Transaction for a Regulated Entity under Condition 1(a), the Adviser will make an independent determination of the appropriateness of the investment for the Regulated Entity in light
of the Regulated Entity’s then-current circumstances.
|
| a. |
If an Adviser deems a Regulated Entity’s participation in any Potential Co-Investment Transaction to be appropriate for the Regulated Entity, the Adviser will then determine an appropriate level of investment for the Regulated Entity.
|
| b. |
If the aggregate amount recommended by an Adviser to be invested by the applicable Regulated Entity in the Potential Co-Investment Transaction, together with the amount proposed to be invested by the other participating Regulated
Entities and Affiliated Funds, collectively, in the same transaction, exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata based on each participant’s capital available for
investment in the asset class being allocated, up to the amount proposed to be invested by each. Each Adviser will provide the Eligible Trustees of each participating Regulated Entity with information concerning each participating party’s
available capital to assist the Eligible Trustees with their review of the applicable Regulated Entity’s investments for compliance with these allocation procedures.
|
| c. |
After making the determinations required in Conditions 1(b) and 2(a), the applicable Adviser will distribute written information concerning the Potential Co-Investment Transaction (including the amount proposed to be invested by each
participating Regulated Entity and each participating Affiliated Fund) to the Eligible Trustees of its participating Regulated Entity for their consideration. A Regulated Entity will enter into a Co-Investment Transaction with one or more
other Regulated Entities or Affiliated Funds only if, prior to the Regulated Entity’s participation in the Potential Co-Investment Transaction, a Required Majority concludes that:
|
| i. |
the terms of the Potential Co-Investment Transaction, including the consideration to be paid, are reasonable and fair to the Regulated Entity and its equity holders and do not involve overreaching in respect of the Regulated Entity or
its equity holders on the part of any person concerned;
|
| ii. |
the Potential Co-Investment Transaction is consistent with:
|
|
A.
|
the interests of the Regulated Entity’s equity holders; and
|
|
B.
|
the Regulated Entity’s then-current Objectives and Strategies;
|
| iii. |
the investment by any other Regulated Entities or any Affiliated Funds would not disadvantage the Regulated Entity, and participation by the Regulated Entity would not be on a basis different from or less advantageous than that of any
other Regulated Entities or any Affiliated Funds; provided that, if any other Regulated Entity or any Affiliated Fund, but not the Regulated Entity itself, gains the right to nominate a director for election to a portfolio company’s board
of directors or the right to have a board observer or any similar right to participate in the governance or management of the portfolio company, such event shall not be interpreted to prohibit the Required Majority from reaching the
conclusions required by this Condition 2(c)(iii), if:
|
| A. |
the Eligible Trustees will have the right to ratify the selection of such director or board observer, if any; and
|
| B. |
the Adviser agrees to, and does, provide periodic reports to the Board of the Regulated Entity with respect to the actions of such director or the information received by such board observer or obtained through the exercise of any
similar right to participate in the governance or management of the portfolio company; and
|
| C. |
any fees or other compensation that any Regulated Entity or any Affiliated Fund or any affiliated person of any Regulated Entity or any Affiliated Fund receives in connection with the right of a Regulated Entity or an Affiliated Fund to
nominate a director or appoint a board observer or otherwise to participate in the governance or management of the portfolio company will be shared proportionately among the participating Affiliated Funds (who may each, in turn, share its
portion with its affiliated persons) and the participating Regulated Entities in accordance with the amount of each party’s investment; and
|
| iv. |
the proposed investment by the Regulated Entity will not benefit any Adviser, the other Regulated Entities, the Affiliated Funds, or any affiliated person of any of them (other than the parties to the Co-Investment Transaction), except
(A) to the extent permitted by Condition 13, (B) to the extent permitted by Sections 17(e) or 57(k) of the 1940 Act, as applicable, (C) indirectly, as a result of an interest in the securities issued by one of the parties to the
Co-Investment Transaction, or (D) in the case of fees or other compensation described in Condition 2(c)(iii)(C).
|
| 3. |
Each Regulated Entity has the right to decline to participate in any Potential Co-Investment Transaction or to invest less than the amount proposed.
|
| 4. |
The applicable Adviser will present to the Board of each Regulated Entity, on a quarterly basis, a record of all investments in Potential Co-Investment Transactions made by any other Regulated Entity or Affiliated Fund during the
preceding quarter that fell within the Regulated Entity’s then-current Objectives and Strategies and Board-Established Criteria that were not made available to the Regulated Entity, and an explanation of why the investment opportunities
were not offered to the Regulated Entity. All information presented to the Board pursuant to this Condition will be kept for the life of the Regulated Entity and at least two years thereafter, and will be subject to examination by the
Commission and its staff.
|
| 5. |
Except for Follow-On Investments made in accordance with Condition 8,14 a Regulated Entity will not invest in reliance on the Order in any issuer in which
another Regulated Entity, Affiliated Fund, or any affiliated person of another Regulated Entity or Affiliated Fund is an existing investor. The applicable Adviser will maintain books and records that demonstrate compliance with this
Condition for such Regulated Entity.
|
| 6. |
A Regulated Entity will not participate in any Potential Co-Investment Transaction unless the terms, conditions, price, class of securities to be purchased, settlement date, and registration rights will be the same for each participating
Regulated Entity and Affiliated Fund. The grant to another Regulated Entity or an Affiliated Fund, but not the Regulated Entity, of the right to nominate a director for election to a portfolio company’s board of directors, the right to have
an observer on the board of directors or similar rights to participate in the governance or management of the portfolio company will not be interpreted so as to violate this Condition 6, if Conditions 2(c)(iii)(A),(B) and (C) are met.
|
|
14
|
This exception applies only to Follow-On Investments by a Regulated Entity in issuers in which that Regulated Entity already holds investments.
|
| a. |
If any Regulated Entity or Affiliated Fund elects to sell, exchange or otherwise dispose of an interest in a security that was acquired in a Co-Investment Transaction, the applicable Advisers will:
|
| i. |
notify each Regulated Entity that participated in the Co-Investment Transaction of the proposed disposition at the earliest practical time; and
|
| ii. |
formulate a recommendation as to participation by each Regulated Entity in the disposition.
|
| b. |
Each Regulated Entity will have the right to participate in such disposition on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the participating Regulated Entities and Affiliated
Funds.
|
| c. |
A Regulated Entity may participate in such disposition without obtaining prior approval of the Required Majority if: (i) the proposed participation of each Regulated Entity and each Affiliated Fund in such disposition is proportionate to
its outstanding investments in the issuer immediately preceding the disposition; (ii) the Board of the Regulated Entity has approved as being in the best interests of the Regulated Entity the ability to participate in such dispositions on a
pro rata basis (as described in greater detail in this Application); and (iii) the Board of the Regulated Entity is provided on a quarterly basis with a list of all dispositions made in accordance with this Condition. In all other cases,
the Adviser will provide its written recommendation as to such Regulated Entity’s participation to such Regulated Entity’s Eligible Trustees, and such Regulated Entity will participate in such disposition solely to the extent that a
Required Majority determines that it is in such Regulated Entity’s best interests.
|
| d. |
Each Regulated Entity and each Affiliated Fund will bear its own expenses in connection with any such disposition.
|
| a. |
If a Regulated Entity or an Affiliated Fund desires to make a Follow-On Investment in a portfolio company whose securities were acquired in a Co-Investment Transaction, the applicable Advisers will:
|
| i. |
notify each Regulated Entity that participated in the Co-Investment Transaction of the proposed transaction at the earliest practical time; and
|
| ii. |
formulate a recommendation as to the proposed participation, including the amount of the proposed Follow-On Investment, by each Regulated Entity.
|
| b. |
A Regulated Entity may participate in such Follow-On Investment without obtaining prior approval of the Required Majority if: (i) the proposed participation of each Regulated Entity and each Affiliated Fund in such investment is
proportionate to its outstanding investments in the issuer immediately preceding the Follow-On Investment; and (ii) the Board of the Regulated Entity has approved as being in the best interests of the Regulated Entity the ability to
participate in Follow-On Investments on a pro rata basis (as described in greater detail in this Application). In all other cases, the Adviser will provide its written recommendation as to the Regulated Entity’s participation to the
Eligible Trustees, and the Regulated Entity will participate in such Follow-On Investment solely to the extent that a Required Majority determines that it is in the Regulated Entity’s best interests.
|
| c. |
If, with respect to any Follow-On Investment:
|
| i. |
the amount of a Follow-On Investment is not based on the Regulated Entities’ and the Affiliated Funds’ outstanding investments immediately preceding the Follow-On Investment; and
|
| ii. |
the aggregate amount recommended by the applicable Advisers to be invested by each Regulated Entity in the Follow-On Investment, together with the amount proposed to be invested by the participating Affiliated Funds in the same
transaction, exceeds the amount of the opportunity; then the amount invested by each such party will be allocated among them pro rata based on each party’s capital available for investment in the asset class being allocated, up to the
amount proposed to be invested by each.
|
| d. |
The acquisition of Follow-On Investments as permitted by this Condition will be considered a Co-Investment Transaction for all purposes and subject to the other Conditions set forth in this Application.
|
| 9. |
The Independent Trustees of each Regulated Entity will be provided quarterly for review all information concerning Potential Co-Investment Transactions that fell within the Regulated Entity’s then-current Objectives and Strategies and
Board-Established Criteria, including investments in Potential Co-Investment Transactions made by other Regulated Entities and Affiliated Funds, that the Regulated Entity considered but declined to participate in, and concerning
Co-Investment Transactions in which the Regulated Entity participated, so that the Independent Trustees may determine whether all Potential Co-Investment Transactions and Co-Investment Transactions during the preceding quarter, including
those Potential Co-Investment Transactions which the Regulated Entity considered but declined to participate in, comply with the Conditions of the Order. In addition, the Independent Trustees will consider at least annually (a) the
continued appropriateness for the Regulated Entity of participating in new and existing Co-Investment Transactions and (b) the continued appropriateness of any Board-Established Criteria.
|
| 10. |
Each Regulated Entity will maintain the records required by Section 57(f)(3) of the 1940 Act as if each of the Regulated Entities were a BDC and each of the investments permitted under these Conditions were
approved by the Required Majority under Section 57(f).
|
| 11. |
No Independent Trustee of a Regulated Entity will also be a director, general partner, managing member or principal, or otherwise be an “affiliated person” (as defined in the 1940 Act), of any Affiliated Fund.
|
| 12. |
The expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction (including, without limitation, the expenses of the distribution of any such securities registered for sale
under the Securities Act) will, to the extent not payable by the Advisers under their respective investment advisory agreements with the Regulated Entities and the Affiliated Funds, be shared by the Affiliated Funds and the Regulated
Entities in proportion to the relative amounts of the securities held or to be acquired or disposed of, as the case may be.
|
| 13. |
Any transaction fee15 (including break-up or commitment fees but excluding brokerage or underwriting compensation permitted by Section 17(e) or 57(k) of
the 1940 Act, as applicable) received in connection with a Co-Investment Transaction will be distributed to the participating Regulated Entities and Affiliated Funds on a pro rata basis based on the amounts they invested or committed, as
the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having
the qualifications prescribed in Section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the participating Regulated Entities and Affiliated Funds based on the
amounts they invest in such Co-Investment Transaction. None of the Advisers, the Affiliated Funds, the other Regulated Entities or any affiliated person of the Regulated Entities or Affiliated Funds will receive additional compensation or
remuneration of any kind as a result of or in connection with a Co-Investment Transaction (other than (a) in the case of the Regulated Entities and Affiliated Funds, the pro rata transaction fees described above and fees or other
compensation described in Condition 2(c)(iii)(C), (b) brokerage or underwriting compensation permitted by Section 17(e) or 57(k) of the 1940 Act or (c) in the case of an Adviser, investment advisory fees paid in accordance with the
investment advisory agreement between the Adviser and the Regulated Entity or Affiliated Fund).
|
| 14. |
If the Holders own in the aggregate more than 25% of the Shares of a Regulated Entity, then the Holders will vote such Shares in the same percentages as the Regulated Entity’s other shareholders (not including the Holders) when voting
on (1) the election of directors; (2) the removal of one or more directors; or (3) all other matters under either the 1940 Act or applicable State law affecting the Board’s composition, size or manner of election.
|
| 15. |
Each Regulated Entity’s chief compliance officer, as defined in Rule 38a-1(a)(4), will prepare an annual report for its Board each year that evaluates (and documents the basis of that evaluation) the Regulated Entity’s compliance with
the terms and Conditions of the Application and the procedures established to achieve such compliance.
|
| 15 |
Applicants are not requesting and the staff of the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction.
|
| A. |
Potential Benefits
|
| 16 |
Section 55(a) of the Act prohibits a BDC from acquiring any asset, other than those described in Section 55(a)(1)-(7) (“Eligible Assets”), unless at the time of acquisition the ratio of Eligible Assets (net of certain assets specified in the Section) to total assets (net of certain assets specified in the Section) equals 70% or greater at the
time of the acquisition of the asset (the “Section 55(a) Ratio”). Thus, if a BDC’s Section 55(a) Ratio is below 70%, it is prohibited from
purchasing non-Eligible Assets.
|
| 17 |
See Section 851(b)(3) of the Code.
|
| B. |
Protective Representations and Conditions
|
| A. |
Communications
|
|
18
|
See, e.g., Great Elm Capital Corp., et al. (File No. 812-15019) Release No. IC-33864 (May 12, 2020) (order), Release No. IC-33839 (Apr. 15, 2020) (notice); Golub
Capital BDC, Inc., et al. (File No. 812-13764) Release No. IC-32509 (Feb. 27, 2017) (order), Release No. IC-32461 (Jan. 31, 2017) (notice); Goldman Sachs BDC, Inc. et al. (File No. 812-14219) Release No. IC-32409 (Jan. 4,
2017) (order), Release No. IC-32382 (Dec, 7, 2016) (notice).
|
| B. |
Authorizations
|
|
By:
|
/s/ Dohyun (Doris) Lee-Silvestri
|
||
|
Name:
|
Dohyun (Doris) Lee-Silvestri
|
||
|
Title:
|
Chief Financial Officer
|
||
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Director
|
||
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
||
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Director
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Director
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ David Frey
|
||
|
Name:
|
David Frey
|
||
|
Title:
|
Director
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Director
|
|
By:
|
/s/ Dohyun (Doris) Lee-Silvestri
|
||
|
Name:
|
Dohyun (Doris) Lee-Silvestri
|
||
|
Title:
|
Chief Financial Officer
|
||
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Director
|
||
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Director
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Director
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ David Frey
|
||
|
Name:
|
David Frey
|
||
|
Title:
|
Director
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Chief Administrative Officer
|
|
By:
|
/s/ Faith Rosenfeld
|
||
|
Name:
|
Faith Rosenfeld
|
||
|
Title:
|
Director
|
|
Name of Adviser
|
Description
|
||
|
HPS Investment Partners (UK) LLP
|
A United Kingdom limited liability partnership authorized by the UK Financial Conduct Authority that is a subsidiary of and relying adviser to HPS.
|
||
|
Segovia Loan Advisors (UK) LLP
|
|||
|
HPS Investment Partners (HK), Limited
|
A Hong Kong limited company that is authorized and regulated to perform asset management activities with the Hong Kong Securities and Futures Commission that is a subsidiary of and relying adviser to HPS.
|
||
|
HPS Investments Partners (AUS) Pty Ltd.
|
An Australian limited company that is licensed as an Australian Financial Service Licensee by the Australian Securities and Investments Commission and is a subsidiary of and relying adviser to HPS.
|
||
|
HPS Investment Partners CLO (UK) LLP
|
A United Kingdom limited liability partnership authorized by the UK Financial Conduct Authority that is a subsidiary of and relying adviser to HPS.
|
||
|
HPS ALSC Management, LLC
|
A United States limited liability company that is a subsidiary of and relying adviser to HPS.
|
||
|
HPS Mezzanine Partners, LLC
|
|||
|
HPS Mezzanine Partners II, LLC
|
|||
|
HPS Mezzanine Management III, LLC
|
|||
|
HPS Mezzanine Management 2019, LLC
|
|||
|
HPS Opportunities SL Management, LLC
|
|||
|
HPS RE Management, LLC
|
|||
|
HPS Investment Partners CLO (US), LLC
|
|||
|
HPS EF GP, LLC
|
|||
|
HPS EL SLF 2016 GP, LLC
|
|||
|
CGC, LLC
|
|||
|
CGC III Partners LLC
|
|||
|
HPS Strategic Investment Management V, LLC
|
|
Name of Fund
|
Investment Strategy
|
||
|
Core Senior Lending Fund II Feeder, L.P.
|
Core Senior Loans: This strategy seeks to generate current income while preserving capital by investing primarily in newly originated secured debt, focusing on established, stabilized
middle market borrowers. The strategy generally expects to pursue a buy and hold strategy, with returns generated primarily from ongoing interest income as well as original issue discount, closing payments, commitment fees, prepayments
and related penalties.
|
||
|
Core Senior Lending Fund (A-A), L.P.
|
|||
|
Core Senior Lending Fund, L.P.
|
|||
|
HPS DPT Direct Lending Fund, L.P.
|
|||
|
Hinode Direct Lending 2017 Fund, L.P.
|
|||
|
Kitty Hawk Credit Fund, L.P.
|
|||
|
Core Senior Lending Master Fund (PB), L.P.
|
|
HPS Core Senior Lending Portfolio (PB) II, L.P.
|
|||
|
GIM II, L.P.
|
|||
|
GIM, L.P.
|
|||
|
HPS Core Senior Lending Co-Invest, L.P.
|
|||
|
Core Senior Lending Fund II, SCSp
|
|||
|
Core Senior Lending International Fund II, SCSp
|
|||
|
HPS Core Senior Lending International Fund (EUR) II, SCSp
|
|||
|
Credit Value Master Fund 2016, L.P.
|
Credit Value: This strategy seeks to generate attractive risk-adjusted returns by investing in an opportunistic investment program, with a focus on senior secured term loans, second
lien term loans, senior secured bonds, unsecured high yield bonds and securitized credit (including collateralized loan obligations).
|
||
|
Credit Value Master Fund V, L.P.
|
|||
|
Credit Value Ontario Fund V, L.P.
|
|||
|
Credit Value Master Fund VI, L.P.
|
|||
|
Credit Value Fund VII, L.P.
|
|||
|
Credit Value Offshore Fund VII, L.P.
|
|||
|
Credit Value Ontario Fund VII, L.P.
|
|||
|
European Asset Value Fund (USD) II, L.P.
|
European Asset Value: This strategy’s investment objective is to make opportunistic and thematic credit-related investments that will seek to generate attractive risk-adjusted returns
through current income from acquired and newly-originated financial assets and sale proceeds from underlying asset sales or other resolutions. The funds’ investments are expected to include, but not be limited to, commercial assets
and securities, performing financial asset portfolios that may include the seller’s servicing and sourcing capabilities and personnel, impaired loan portfolios, real estate, consumer assets and securities as well as other real assets.
In addition, the funds may pursue other opportunistic investments to take advantage of prevailing market conditions, including the changing regulatory landscape.
|
||
|
European Asset Value Offshore Fund (USD) II, L.P.
|
|||
|
European Asset Value Offshore Fund II, L.P.
|
|||
|
Mayfair Alternative Credit Funds ICAV
|
|||
|
HPS European Liquid Loan Opportunities Master Fund, L.P.
|
This fund seeks to provide investors with attractive risk-adjusted returns, through high floating rate income balanced by an objective of long-term principal preservation. The fund intends to provide investors with exposure to a
diversified, actively managed portfolio consisting primarily of broadly syndicated senior secured loans issued by entities that are domiciled, or conduct a majority of their business operations, in Europe.
|
||
|
HPS Mezzanine Partners 2019, L.P.
|
Mezzanine Debt: This strategy seeks to achieve current returns as well as long-term capital appreciation through investments in mezzanine securities, which are high-yielding fixed and
floating rate debt and debt-like instruments. Mezzanine securities may include subordinated debt (such as second lien and unsecured debt), preferred equity and convertible securities and may be accompanied by equity-related
securities (such as options or warrants) and/or select common equity investments related to the strategy’s mezzanine investments. In certain situations, the strategy may also invest in senior debt instruments and other opportunistic
investments including unitranche securities, structured debt tranches and equity investments unrelated to the strategy’s mezzanine investments.
|
||
|
HPS Offshore Mezzanine Partners 2019 Co-Invest, L.P.
|
|||
|
HPS Offshore Mezzanine Partners 2019 Europe, SCSp
|
|||
|
HPS Offshore Mezzanine Partners 2019, L.P.
|
|||
|
Mezzanine Partners III, L.P.
|
|||
|
Offshore Mezzanine Partners III Co-Invest, L.P.
|
|||
|
Offshore Mezzanine Partners III, L.P.
|
|||
|
HN SIP V Co-Investment Fund, L.P.
|
|||
|
HPS KP SIP V Co-Investment Fund, L.P.
|
|
Aspen Co-Invest, L.P.
|
|||
|
Bronco Co-Invest, L.P
|
|||
|
Endurance II Co-Invest, L.P.
|
|||
|
Galaxy III Co-Invest, L.P.
|
|||
|
Milano Co-Invest, L.P.
|
|||
|
Neptune Co-Invest, L.P.
|
|||
|
Patriot Co-Invest, L.P.
|
|||
|
HPS KP Mezz 2019 Co-Invest, L.P.
|
|||
|
AP Mezzanine Partners III, L.P.
|
|||
|
HPS AP Mezzanine Partners 2019, L.P.
|
|||
|
HPS Hinode Mezzanine Partners 2020, L.P.
|
|||
|
HPS Offshore Strategic Investment Partners V, L.P.
|
|||
|
HPS Strategic Investment Partners V, L.P.
|
|||
|
HPS AP Strategic Investment Partners V, L.P.
|
|||
|
HPS AD Co-Investment Holdings, L.P.
|
|||
|
HPS Offshore Strategic Investment Partners V Europe, SCSp
|
|||
|
Shelby Co-Invest, L.P.
|
|||
|
Salus Co-Invest, L.P.
|
|||
|
HPS Mint Co-Invest, L.P.
|
|||
|
HPS Special Situations Opportunity Fund, L.P.
|
Special Situations: The strategy’s investment objective is to generate long-term returns through capital appreciation and current income with strong downside protection by exploiting
market inefficiencies. The strategy’s investments may take the form of debt and equity and will be focused on distressed private debt, distressed public debt, performing credit in distressed capital structures, liquidation stubs,
litigation claims and trade claims, and asset backed debt. While the strategy will be long biased, it may invest in short positions (both speculative shorts as well as hedging).
|
||
|
HPS Special Situations Opportunity Offshore Fund, L.P.
|
|||
|
HPS Special Situations Opportunity Fund II, L.P.
|
|||
|
HPS Specialty Situations Opportunity Offshore Fund II, SCSp
|
|||
|
HPS Special Situation Opportunity Fund II, L.P.
|
|||
|
HPS Specialty Loan Europe Fund V, SCSp
|
Specialty Direct Lending: The strategy will seek to generate current income while preserving capital by investing primarily in newly originated secured debt. The strategy’s investments
in newly originated secured debt may take the form of loans, notes, corporate debt securities, bridge loans, assignments, participations, total return swaps and other derivatives. In addition, the strategy may invest in warrants and/or
equity related to the fund’s debt investments. In select situations, the fund may invest in opportunistic investments with a view to enhancing returns, including unsecured debt, mezzanine debt, asset backed securities, convertible debt,
debtor-in-possession financings and equity in loan portfolios or portfolios of receivables. The strategy expects to originate loans and debt instruments, and will also have the ability to acquire investments through secondary
transactions, including through loan portfolios, receivables, contractual obligations to purchase subsequently originated loans and other debt instruments.
|
||
|
HPS Specialty Loan Fund (JPY) V, L.P.
|
|||
|
HPS Specialty Loan Fund V, L.P.
|
|||
|
HPS Specialty Loan Fund V-L, L.P.
|
|||
|
HPS Specialty Loan International Fund V, SCSp
|
|||
|
HPS Specialty Loan International Fund V-L, L.P.
|
|||
|
Specialty Loan Fund 2016, L.P.
|
|||
|
Specialty Loan Fund 2016-L, L.P.
|
|||
|
Specialty Loan Institutional Fund 2016-L, L.P.
|
|
CST Specialty Loan Fund, L.P.
|
|||
|
Falcon Credit Fund, L.P.
|
|||
|
HC Direct Lending Fund, L.P.
|
|||
|
HN Co-Investment Fund, L.P.
|
|||
|
HPS Halite 2020 Direct Lending Fund Limited
|
|||
|
HPS Ocoee Specialty Loan Fund, L.P.
|
|||
|
HPS OH Co-Investment Fund, L.P.
|
|||
|
HPS PA Co-Investment Fund, L.P.
|
|||
|
HPS RR Specialty Loan Fund, L.P.
|
|||
|
HPS VG Co-Investment Fund, L.P.
|
|||
|
Moreno Street Direct Lending Fund, L.P.
|
|||
|
NDT Senior Loan Fund, L.P.
|
|||
|
Presidio Loan Fund, L.P.
|
|||
|
Private Loan Opportunities Fund, L.P.
|
|||
|
Red Cedar Fund 2016, L.P.
|
|||
|
Sandlapper Credit Fund, L.P.
|
|||
|
SC Strategic Investment Fund, L.P.
|
|||
|
Specialty Loan Fund – CX-2, L.P.
|
|||
|
Specialty Loan VG Fund, L.P.
|
|||
|
Specialty Loan Ontario Fund 2016, L.P.
|
|||
|
EL Specialty Loan Secondary Fund, L.P.
|
|||
|
Aiguilles Rouges Irish Specialty Loan Fund plc
|
|||
|
Aiguilles Rouges Specialty Loan Fund, L.P.
|
|||
|
Cactus Direct Lending Fund, L.P.
|
|||
|
HPS Specialty Loan Ontario Fund V, L.P.
|
|||
|
HPS Specialty Loan Fund (EUR) V, L.P.
|
|||
|
Proxima Co-Invest, L.P.
|
|||
|
Proxima Onshore Co-Invest, L.P.
|
|||
|
HPS Specialty Loan Fund TX, L.P.
|
|||
|
Institutional Credit Master Fund, L.P.
|
Institutional Credit: The strategy’s principal investment objective is to generate attractive risk-adjusted returns while minimizing volatility and credit loss across market cycles.
The strategy focuses primarily on performing credit investments across the leveraged loan, high yield bond and securitized credit asset classes, generally investing in the debt of North American and European businesses. The fund may
also, from time to time, invest in other instruments, including equities, credit default swaps and other derivative products.
|
||
|
Cardinal Fund, L.P.
|
|||
|
GIM Credit Lux S.A.
|
|||
|
GIM Credit Master Lux S.à r.l.
|
|||
|
Mauna Kea Fund, L.P.
|
|
Liquid Loan Opportunities Master Fund, L.P.
|
Liquid Loan: This strategy seeks to provide investors with attractive risk-adjusted returns, through high floating rate income balanced by an objective of long-term principal
preservation. The strategy intends to provide investors with exposure to a diversified, actively managed portfolio consisting primarily of broadly syndicated senior secured loans.
|
||
|
Real Estate Credit Solutions Fund II, L.P.
|
Real Estate Capital Solutions: To achieve current returns through real estate debt investments. Although the strategy may make investments across the capital structure, and primarily
focus on real estate debt investments. These investments may include, for example, mezzanine securities, first mortgage whole loans, and subordinated mortgage loans (also referred to as B-notes), in each case, related to real estate
and real estate-related assets and businesses.
|
||
|
Real Estate Credit Solutions Offshore Fund II, L.P.
|
|||
|
HPS Magnetite Energy & Power Credit Fund, L.P.
|
Energy and Power: This strategy seeks to generate attractive risk-adjusted returns by investing in privately negotiated, directly originated Secured Debt (as defined below), mezzanine
debt and debt-like preferred equity issued by North American energy and power (including renewable energy) companies. In addition, the strategy may acquire warrants and/or equity in connection with such debt investments and may invest
in reserve-based loan facilities or similar investments secured by the assets and/or underlying collateral of issuers which the manager expects will be recapitalized.
|
||
|
HPS Magnetite Energy & Power Credit Offshore Fund, L.P.
|
|||
|
Jade Real Assets Fund, L.P.
|
|||
|
HPS Elbe Unlevered Direct Lending Fund, SCSp
|
Hybrid: 60% Specialty Direct Lending and 40% Core Senior Loans:
Specialty Direct Lending: The strategy will seek to generate current income while preserving capital by investing primarily in newly originated secured debt. The strategy’s investments in
newly originated secured debt may take the form of loans, notes, corporate debt securities, bridge loans, assignments, participations, total return swaps and other derivatives. In addition, the strategy may invest in warrants and/or
equity related to the fund’s debt investments. In select situations, the fund may invest in opportunistic investments with a view to enhancing returns, including unsecured debt, mezzanine debt, asset backed securities, convertible debt,
debtor-in-possession financings and equity in loan portfolios or portfolios of receivables. The strategy expects to originate loans and debt instruments, and will also have the ability to acquire investments through secondary
transactions, including through loan portfolios, receivables, contractual obligations to purchase subsequently originated loans and other debt instruments.
Core Senior Loans: This strategy seeks to generate current income while preserving capital by investing primarily in newly originated secured debt, focusing on established, stabilized middle
market borrowers. The strategy generally expects to pursue a buy and hold strategy, with returns generated primarily from ongoing interest income as well as original issue discount, closing payments, commitment fees, prepayments and
related penalties.
|