Transaction Valuation
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Amount of Filing Fee
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$45,686,732.26(a)
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$4,235.16(b)
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(a) |
Calculated as the aggregate maximum purchase price for shares of beneficial interest, based upon the net asset value per share as of March 31, 2022, of $25.09. This amount is based upon the offer to purchase up to 1,820,914 common shares
of beneficial interest, par value $0.01 per share, of HPS Corporate Lending Fund.
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(b) |
Calculated at $92.70 per $1,000,000.00 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2022.
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☐ |
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.
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Amount Previously Paid:
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Filing Parties:
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Form or Registration No.:
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Date Filed:
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☐ |
Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.
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third-party tender offer subject to Rule 14d-1.
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☒ |
issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Item 1.
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Summary Term Sheet.
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Item 2. |
Subject Company Information.
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(a) |
The name of the issuer is HPS Corporate Lending Fund (the “Fund”). The Fund is a non-diversified, 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 Delaware statutory trust. The principal executive office of the Fund is located at 40 West 57th Street, 33rd Floor, New York, NY 10019 and the telephone number is
212-287-6767.
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(b) |
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 common shares of beneficial interest (the
“Class I Shares”), Class D common shares of beneficial interest (the “Class D Shares”), Class S common shares of beneficial interest (the “Class S Shares”) and Class F shares of beneficial interest (the “Class F Shares” and together with
Class I Shares, Class D Shares and Class S Shares, the “Shares”) or portions thereof. As of the close of business on March 31, 2022, there were 36,418,286 Shares outstanding. Subject to the conditions set forth in the Offer to Purchase, the
Fund will purchase up to 1,820,914 Shares that are tendered by holders of the Fund’s Shares (“Shareholders”) and not withdrawn as described in the Offer to Purchase (the “Offer Amount”). The Shares subject to the Offer represent approximately
5% of the Fund’s Shares outstanding as of March 31, 2022.
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(c) |
Shares are not traded in any market.
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Item 3. |
Identity and Background of Filing Person.
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(a) |
The Fund is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. HPS Investment Partners, LLC (the “Adviser”) serves as the investment manager for the Fund. The Adviser is located at 40 West
57th Street, 33rd Floor, New York, NY and its telephone number is 212-287-6767. The members of the Fund’s Board of Trustees (the “Board”) are Michael Patterson, Grishma Parekh, Randall Lauer, Robin Melvin and Robert Van Dore (each,
a “Trustee”). The Chief Executive Officer is Michael Patterson, the Chief Compliance Officer is Gregory MacCordy, the Secretary is Yoohyun K. Choi and the Assistant Secretary is Tyler Thorn. As of the date hereof, the Chief Financial Officer
and Principal Accounting Officer is Dohyun (Doris) Lee-Silvestri. It is anticipated that Ms. Lee-Silvestri will resign from these roles and that Robert Busch will become the Chief Financial Officer and Principal Accounting Officer of the
Fund, effective as of May 16, 2022. The Trustees and the executive officers of the Fund may be reached at the Fund’s business address and phone number set forth in Item 2(a) above.
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(b)-(c) |
Not applicable.
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Item 4. |
Terms of the Transaction.
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(a) | (1)(i) | Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 1,820,914 that are tendered by Shareholders by 11:59 p.m., Eastern Time, on May 31, 2022 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 June 30, 2022 or a later date determined by the Fund 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.
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(iii) |
The Offer is scheduled to expire on May 31, 2022 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.
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(iv) |
Not applicable.
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(v) |
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.
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(vi) |
Reference is made to Section 5 “Withdrawal Rights” of the Offer to Purchase, which is incorporated herein by reference.
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(vii) |
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 Shareholders
may be required to deliver their Letter of Transmittal to their Financial Advisor (instead of directly to the Transfer Agent). All Shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery
instructions therein.
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(viii) |
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.
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(ix) |
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.
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(x) |
Reference is made to Section 2 “Offer to Purchase and Price” of the Offer to Purchase, which is incorporated herein by reference.
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(xi) |
`Not applicable.
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(xii) |
Reference is made to Section 10 “Certain Federal Income Tax Consequences” of the Offer to Purchase, which is incorporated herein by reference.
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(a) | (2) | Not applicable. |
(b) |
Any Shares to be purchased from any officer, Trustee or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares. To the Fund’s knowledge, none of the officers, Trustees, or affiliates of the Fund
intends to tender Shares in the Offer.
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Item 5. |
Past Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer’s Securities.
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(e) |
The Fund’s Prospectus dated January 27, 2022, as amended and/or supplemented from time to time (the “Prospectus”), provides that the Board has the discretion to determine whether the Fund will purchase Shares from Shareholders from time to
time pursuant to written tenders. The Adviser expects that it will recommend to the Board that the Fund purchase Shares from Shareholders quarterly. However, the Fund is not required to conduct tender offers. The Fund does not know of any
other contract, agreement, arrangement, or understanding, whether contingent or otherwise or whether or not legally enforceable, between the (i) Fund, any of the Fund’s executive officers or Trustees, any person controlling the Fund, or any
executive officer or director of any corporation ultimately in control of the Fund and (ii) any other person with respect to any securities of the Fund (including any contract, agreement, arrangement, or understanding concerning the transfer
or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).
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Item 6. |
Purposes Of This Tender Offer And Plans Or Proposals.
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(a)-(b) |
Reference is made to Section 1 “Background and Purpose of the Offer” of the Offer to Purchase, which is incorporated herein by reference.
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(c) |
Reference is made to Section 8 “Certain Information About the Fund” 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 Fund.
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Item 7. |
Source and Amount of Funds or Other Consideration.
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(a)-(b) |
Reference is made to Section 6 “Purchases and Payment” of the Offer to Purchase, which is incorporated herein by reference.
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Item 8. |
Interest in Securities of the Issuer.
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(a) |
Based on the number of Shares outstanding as March 31, 2022, the following persons own the number of Shares indicated in the below table.
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Person
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Shares
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Percentage of the Fund’s
Outstanding Shares
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HPS Investment Partners, LLC
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101
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*
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Michael Patterson
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199,203
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*
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Grishma Parekh
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19,920
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*
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Scott Kapnick1
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456,000
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1.25%
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* |
Less than 1%.
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1 |
Shares beneficially owned indirectly through various trusts in which Scott Kapnick holds dispositive voting and investment power. Mr. Kapnick is listed because he is deemed to have a controlling interest in the Adviser. The address for
Scott Kapnick is c/o HPS Investment Partners, LLC, 40 West 57th Street, 33rd Floor, New York, NY 10019.
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(b) |
Reference is made to Section 8 “Certain Information About the Fund” of the Offer to Purchase, which is incorporated herein by reference. During the past sixty (60) days, the Fund has issued to the Adviser, Trustees and officers of the Fund
an aggregate of approximately 0.59 shares, including the net impact of shares issued pursuant to the Fund’s dividend reinvestment plan, for net proceeds of approximately $15 to the Adviser, any Trustee or officer of the Fund, or any person
controlling the Fund or the Adviser. There have been no other transactions in Shares effected during the past sixty (60) days by the Fund, the Adviser, or any Trustee or executive officer of the Fund, or any person controlling the Fund or the
Adviser.
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Item 9. |
Persons/Assets Retained, Employed, Compensated or Used.
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(a) |
No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer to Purchase.
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Item 10. |
Financial Statements.
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(a) |
The audited annual financial statements of the Fund dated December 31, 2021 filed with the SEC on EDGAR on January 26, 2022 are incorporated by reference. The Fund will prepare and transmit to Shareholders the audited annual financial
statements of the Fund within 90 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act.
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(b) |
Not applicable.
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Item 11. |
Additional Information.
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(a) | (1) | None. |
(2) |
None.
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(3) |
Not applicable.
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(4) |
None.
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(5) |
None.
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(c) |
The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety.
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Item 12. |
Exhibits.
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(a) | (1) (i) | Cover Letter to Offer to Purchase and Letter of Transmittal. |
(ii) |
Offer to Purchase.
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(iii) |
Form of Letter of Transmittal.
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(iv) |
Form of Letter from the Fund to Shareholders in Connection with the Fund’s Acceptance of Shares.
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(v) |
Form of Promissory Note.
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(vi) |
Form of Notice of Withdrawal of Tender.
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(a) | (2)-(4) | Not applicable. |
(b) |
None.
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(d) |
Not applicable.
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(g) |
Not applicable.
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(h) |
Not applicable.
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(107) |
Filing Fee Table
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HPS CORPORATE LENDING FUND
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By:
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/s/ Dohyun (Doris) Lee-Silvestri
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Name:
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Dohyun (Doris) Lee-Silvestri
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Title:
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Chief Financial Officer and Principal Accounting Officer
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Dated: May 3, 2022
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Cover Letter to Offer to Purchase and Letter of Transmittal.
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Offer to Purchase.
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Form of Letter of Transmittal.
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Form of Letter from the Fund to Shareholders in Connection with the Fund’s Acceptance of Shares.
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Form of Promissory Note.
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Form of Notice of Withdrawal of Tender.
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107 |
Filing Fee Table |