UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Securities registered pursuant to Section 12(b) of the Act: None

 

 

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

On March 5, 2025 (the “Closing Date”), HPS Corporate Lending Fund (the “Fund”) completed its $1.254 billion term debt securitization (the “2025 Debt Securitization”), also known as a collateralized loan obligation, in connection with which a subsidiary of the Fund issued and incurred, as applicable, the Debt (as defined below). The 2025 Debt Securitization is subject to the Fund’s overall asset coverage requirement.

The debt offered in the 2025 Debt Securitization was issued and incurred, as applicable, by (the “2025 Issuer”), an indirect, wholly-owned and consolidated subsidiary of the Fund, and consists of (i) Class A Loans (the “Class A Loans”), (ii) Class A Senior Secured Floating Rate Notes (the “Class A Notes”), (iii) Class B Senior Secured Floating Rate Notes (the “Class B Notes” and, together with the Class A Notes, collectively, the “Secured Notes” and, the Secured Notes together with the Loans, the “Secured Debt”), and (iv) subordinated notes (the “Subordinated Notes” and, together with the Secured Debt, the “Debt”), the terms of which are summarized in the table below:

 

On the Closing Date and in connection with the 2025 Debt Securitization, the 2025 Issuer entered into a placement agency agreement (the “Placement Agreement”) with J.P. Morgan Securities LLC, as the placement agent (the “Placement Agent”), pursuant to which the Placement Agent placed the Secured Notes issued pursuant to an indenture and security agreement (the “Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, as collateral trustee, as part of the 2025 Debt Securitization. HLEND CLO Investments, LLC (the “Depositor”), a wholly-owned subsidiary of the Fund, retained all of the Subordinated Notes issued in the 2025 Debt Securitization.

The 2025 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans and participation interests therein, which is managed by the Fund as collateral manager (the “Collateral Manager”) pursuant to a collateral management agreement entered into with the 2025 Issuer on the Closing Date (the “Collateral Management Agreement”). The Collateral Manager has agreed to irrevocably waive all collateral management fees payable to it so long as it is the Collateral Manager under the Collateral Management Agreement. The Debt is scheduled to mature on January 20, 2037; however, the Debt may be redeemed by the 2025 Issuer, at the written direction of (i) a majority of the Subordinated Notes with the consent of the Collateral Manager or (ii) the Collateral Manager, in each case, on any business day on or after March 5, 2027.

As part of the 2025 Debt Securitization, the Fund, the Depositor and the 2025 Issuer entered into an amended and restated sale and contribution agreement on the Closing Date (the “Sale Agreement”), pursuant to which the Fund sold, transferred, assigned, contributed or otherwise conveyed to the Depositor and the Depositor subsequently sold, transferred, assigned, contributed or otherwise conveyed to the 2025 Issuer the loans and participations therein securing the 2025 Debt Securitization for the purchase price and other consideration set forth in the Sale Agreement. Following this transfer, the 2025 Issuer, and not the Depositor or the Fund, holds all of the ownership interest in such loans and participations therein. The Fund made customary representations, warranties and covenants in the Sale Agreement.

As part of the 2025 Debt Securitization the Issuer, entered into the Credit Agreement (the “Credit Agreement”), by and among the Issuer, as borrower, the class A lenders party thereto (each a “Class A Lender” and collectively, the “Class A Lenders“), U.S. Bank Trust Company, National Association, in its capacities as collateral trustee and as loan agent, pursuant to which the Class A Lenders agreed to lend U.S.$25,000,000 to the Issuer. At the election of a Class A Lender, all or a portion of the outstanding principal amount of the Class A Loans held by such Class A Lender may be converted into Class A Notes, in which case the aggregate outstanding amount of the Class A Notes will be increased by the amount of the Class A Loans so converted and the outstanding principal amount of the Class A Loans will be decreased accordingly.

The Secured Debt is the secured obligation of the 2025 Issuer, the Subordinated Notes are the unsecured obligations of the 2025 Issuer, and the Indenture governing the Secured Notes and the Subordinated Notes includes customary covenants and events of default. The Secured Debt and the Subordinated Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The descriptions of the documentation related to the 2025 Debt Securitization contained in this Current Report on Form do not purport to be complete and are qualified in their entirety by reference to the underlying agreements, attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, incorporated into this Current Report on Form by reference.

The information included under Item 1.01 above is incorporated by reference into this Item 2.03.

 

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.