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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________
FORM 10-Q
_____________________________________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  __________  to __________
Commission File Number 814-01431
________________________________________________________________________________________________
HPS Corporate Lending Fund
(Exact name of Registrant as specified in its Charter)
________________________________________________________________________________________________
Delaware
87-6391045
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
40 West 57th Street, 33rd Floor
New York, NY		10019
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (212) 287-4900
________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES      NO  
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    YES      NO  
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyo
Emerging growth companyx
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.  
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES      NO  x
The Registrant’s Common Shares, $0.01 par value per share, outstanding as of August 11, 2022 was 0, 10,981,468, 23,682,382, and 62,396,286 of Class S, Class D, Class I and Class F common shares, respectively. Common shares outstanding exclude August 1, 2022 subscriptions since the issuance price is not yet finalized at the date of this filing.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about HPS Corporate Lending Fund (together, with its consolidated subsidiaries, the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
•our future operating results;
•the impact of the novel coronavirus (“COVID-19”) pandemic on our business and our portfolio companies, including our and their ability to access capital and liquidity;
•our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;
•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflict between Russia and Ukraine;
•the impact of the investments that we expect to make;
•our ability to raise sufficient capital to execute our investment strategy;
•our current and expected financing arrangements and investments;
•the adequacy of our cash resources, financing sources and working capital;
•changes in the general interest rate environment, including the decommissioning of the London InterBank Offered Rate (“LIBOR”);
•the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with HPS Investment Partners, LLC (the “Adviser”) or any of its affiliates;
•the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;
•the dependence of our future success on the general economy and its effect on the industries in which we may invest;
•the availability of credit and/or our ability to access the capital markets;
•our use of financial leverage;
•the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;
•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;
•our ability to qualify for and maintain our qualification as a regulated investment company and as a business development company (“BDC”);
•the impact on our business of new or amended legislation or regulations;
•currency fluctuations, particularly to the extent that we receive payments denominated in currency other than U.S. dollars;
•the effect of changes to tax legislation and our tax position; and
•the tax status of the enterprises in which we may invest.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the “1934 Act”).
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PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
HPS Corporate Lending Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
June 30, 2022December 31, 2021
ASSETS(Unaudited)
Investments at fair value
Non-controlled/non-affiliated investments (amortized cost of $3,097,264 and $0 at June 30, 2022 and December 31, 2021, respectively)$3,026,264 $— 
Cash and cash equivalents162,654 3 
Interest receivable20,399 — 
Deferred financing costs12,465 — 
Deferred offering costs1,353 — 
Unrealized appreciation on foreign currency forward contracts47 — 
Receivable for investments sold2,978 — 
Total assets$3,226,160 $3 
LIABILITIES
Debt$788,371 $— 
Payable for investments purchased271,569 — 
Interest payable2,167 — 
Due to affiliates3,186 — 
Distribution payable (Note 9)12,931 — 
Payable for share repurchases (Note 9)980 — 
Accrued expenses and other liabilities137 — 
Total liabilities1,079,341 — 
Commitments and contingencies (Note 8)
NET ASSETS
Common shares, $0.01 par value (88,288,438 and 100 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively)883 — 
Additional paid in capital2,203,089 3 
Distributable earnings (loss)(57,153)— 
Total net assets2,146,819 3 
Total liabilities and net assets$3,226,160 $3 
The accompanying notes are an integral part of these consolidated financial statements.
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HPS Corporate Lending Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
June 30, 2022December 31, 2021
NET ASSET VALUE PER SHARE(Unaudited)
Class D Shares:
Net assets$248,011 $— 
Common shares outstanding ($0.01 par value, unlimited shares authorized)10,199,496 — 
Net asset value per share$24.32 $— 
Class I Shares:
Net assets$546,682 $3 
Common shares outstanding ($0.01 par value, unlimited shares authorized)22,482,044 100 
Net asset value per share$24.32 $25.00 
Class F Shares:
Net assets$1,352,126 $— 
Common shares outstanding ($0.01 par value, unlimited shares authorized)55,606,898 — 
Net asset value per share$24.32 $— 
The accompanying notes are an integral part of these consolidated financial statements.
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HPS Corporate Lending Fund
Consolidated Statements of Operations
(in thousands)
(Unaudited)
Three Months Ended June 30, 2022Six Months Ended June 30, 2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income$36,341 $53,779 
Payment-in-kind interest income1,024 1,641 
Other income385 499 
Total investment income37,750 55,919 
Expenses:
Interest expense
3,049 8,799 
Management fees
5,656 7,081 
Income based incentive fee3,319 4,335 
Distribution and shareholder servicing fees
Class D137 168 
Class F1,370 1,701 
Professional fees578 990 
Board of Trustees’ fees125 263 
Administrative service expenses (Note 3)539 753 
Other general & administrative702 1,253 
Amortization of offering costs547 900 
Total expenses16,022 26,243 
Expense support (Note 3)(1,443)(4,270)
Reimbursable expenses previously borne by Adviser (Note 3)— 1,196 
Distribution and shareholder servicing fees waived (Note 3)(1,507)(1,869)
Management fees waived (Note 3)(5,656)(7,081)
Incentive fees waived (Note 3)(3,319)(4,335)
Net expenses4,097 9,884 
Net investment income33,653 46,035 
Net realized and change in unrealized gain (loss):
Realized gain (loss):
Non-controlled/non-affiliated investments61 78 
Foreign currency forward contracts82 82 
Foreign currency transactions2,989 3,273 
Net realized gain (loss)3,132 3,433 
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments(67,845)(71,001)
       Foreign currency forward contracts29 47 
       Translation of assets and liabilities in foreign currencies4,436 4,522 
Net change in unrealized appreciation (depreciation)(63,380)(66,432)
Net realized and change in unrealized gain (loss)(60,248)(62,999)
Net increase (decrease) in net assets resulting from operations$(26,595)$(16,964)
The accompanying notes are an integral part of these consolidated financial statements.
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HPS Corporate Lending Fund
Consolidated Statements of Changes in Net Assets
(in thousands)
(Unaudited)
Three Months Ended June 30, 2022Six Months Ended June 30, 2022
Increase (decrease) in net assets from operations:
Net investment income$33,653 $46,035 
Net realized gain (loss)3,132 3,433 
Net change in unrealized appreciation (depreciation)(63,380)(66,432)
Net increase (decrease) in net assets resulting from operations(26,595)(16,964)
Distributions to common shareholders:
Class D(3,882)(4,742)
Class I(8,757)(11,287)
Class F(19,450)(24,160)
Net decrease in net assets resulting from distributions(32,089)(40,189)
Share transactions:
Class D:
Proceeds from shares sold136,150 253,975 
Distributions reinvested925 979 
Repurchased shares, net of early repurchase deduction2 2 
Net increase (decrease) from share transactions137,077 254,956 
Class I:
Proceeds from shares sold289,853 557,897 
Distributions reinvested3,250 4,001 
Repurchased shares, net of early repurchase deduction5 5 
Net increase (decrease) from share transactions293,108 561,903 
Class F:
Proceeds from shares sold856,747 1,381,431 
Distributions reinvested5,972 6,666 
Repurchased shares, net of early repurchase deduction(987)(987)
Net increase (decrease) from share transactions861,732 1,387,110 
Total increase (decrease) in net assets1,233,233 2,146,816 
Net assets, beginning of period913,586 3 
Net assets, end of period$2,146,819 $2,146,819 
The accompanying notes are an integral part of these consolidated financial statements.
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HPS Corporate Lending Fund
Consolidated Statement of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended June 30, 2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations$(16,964)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in unrealized (appreciation) depreciation on investments71,001 
Net realized (gain) loss on investments(78)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts(47)
Net accretion of discount and amortization of premium, net(2,874)
Amortization of deferred financing costs444 
Amortization of offering costs900 
Payment-in-kind interest capitalized(1,556)
Purchases of investments(3,165,369)
Proceeds from sale of investments and principal repayments72,612 
Changes in operating assets and liabilities:
Interest receivable(20,399)
Receivable for investments sold(2,978)
Payable for investments purchased271,569 
Due to affiliates3,186 
Interest payable2,167 
Accrued expenses and other liabilities137 
Net cash provided by (used in) operating activities(2,788,249)
Cash flows from financing activities:
Borrowings of debt1,586,471 
Repayments of debt(798,100)
Deferred financing costs paid(12,909)
Deferred offering costs paid(2,253)
Proceeds from issuance of common shares2,193,303 
Dividends paid in cash(15,612)
Net cash provided by (used in) financing activities2,950,900 
Net increase (decrease) in cash and cash equivalents162,651 
Cash and cash equivalents, beginning of period3 
Cash and cash equivalents, end of period$162,654 
Supplemental information and non-cash activities:
Interest paid during the period$6,632 
Distribution payable$12,931 
Share repurchases accrued but not paid$980 
Reinvestment of dividends during the period$11,646 
Non-cash purchases of investments$49,940 
Non-cash sales of investments$(49,940)
The accompanying notes are an integral part of these consolidated financial statements.
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HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Non-Controlled/Non-Affiliated Investments
First Lien debt
Aerospace and Defense
Arcfield Acquisition Corp (4)(5)(7)(11)3/10/20272,990 (56)$(76)
Arcfield Acquisition Corp (4)(11)L + 5.75%7.44%3/10/202820,549 20,151 19,997 
20,095 19,921 0.93 %
Automobiles and Parts
Foundation Automotive US Corp (4)(5)(7)(12)12/24/202738,355 (575)(575)
Foundation Automotive US Corp (4)(5)(12)SF + 8.25% (incl 4.25% PIK)10.52%12/24/202740,017 39,417 39,418 
Foundation Automotive Corp (4)(5)(12)SF + 8.25% (incl 4.25% PIK)10.52%12/24/202716,165 15,922 15,922 
Oil Changer Holding Corporation (4)(5)(12)L + 6.75%8.71%2/8/202741,220 40,821 40,825 
Oil Changer Holding Corporation (4)(5)(12)L + 6.75%8.71%2/8/20278,655 8,571 8,572 
Power Stop LLC (9)L + 4.75%5.99%1/26/202921,945 21,741 18,159 
125,897 122,321 5.70 %
Chemicals
Illuminate Buyer, LLC (8)L + 3.50%5.17%6/30/20277,289 7,263 6,757 
7,263 6,757 0.31 %
Construction and Materials
Nexus Intermediate III, LLC (4)(5)(7)(11)12/6/2027300 (5)(1)
Nexus Intermediate III, LLC (4)(11)L + 5.50%7.13%12/6/20271,182 1,163 1,178 
1,158 1,177 0.05 %
Consumer Services
American Academy Holdings, LLC (4)(5)(12)L + 11.00% (incl 6.25% PIK)13.26%1/2/202550,652 50,693 50,174 
Asurion Corporation (8)L + 3.13%4.79%11/3/20232,867 2,864 2,763 
Asurion Corporation (5)(8)L + 3.00%4.67%11/4/20241,990 1,966 1,871 
Club Car Wash Operating, LLC (4)(5)(7)(12)L + 6.00%8.51%6/16/202742,000 13,058 12,758 
Club Car Wash Operating, LLC (4)(12)L + 6.00%7.72%6/16/202727,930 27,539 27,337 
Employbridge, LLC (11)L + 4.75%7.00%7/19/20289,957 9,903 9,099 
Express Wash Concepts (4)(5)(7)(12)4/30/202763,000 (609)(609)
Express Wash Concepts (4)(5)(12)SF + 4.50%6.13%4/30/202726,933 26,671 26,672 
Houghton Mifflin Harcourt Company (5)(9)SF + 5.25%6.88%4/6/202930,000 29,120 27,281 
PECF USS Intermediate Holding III Corporation (9)L + 4.25%5.92%12/15/202814,937 14,852 13,534 
Polyconcept North America Holdings, Inc. (5)(11)SF + 5.50%7.55%5/12/202923,300 22,839 22,062 
Spotless Brands, LLC (4)(5)(7)(11)SF + 5.75%8.54%6/21/202843,750 1,316 1,316 
Spotless Brands, LLC (4)(5)(7)(11)6/21/20284,500 (90)(90)
Spotless Brands, LLC (4)(5)(11)SF + 5.75%8.53%6/21/202870,000 68,603 68,606 
Stamps.com Inc. (4)(5)(11)L + 5.75%6.87%10/5/202824,938 24,938 24,938 
Thrasio LLC (5)(7)(12)12/18/20262,972 (13)(193)
Thrasio LLC (12)L + 7.00%9.25%12/18/20262,942 2,930 2,751 
TruGreen Limited Partnership (5)(11)L + 4.00%5.67%11/2/20277,965 7,896 7,600 
Zips Car Wash, LLC (4)(5)(7)(12)L + 7.25%8.25%3/1/20241,000 905 903 
Zips Car Wash, LLC (4)(12)L + 7.25%8.25%3/1/202426,444 26,411 26,192 
331,792 324,965 15.14 %
Electricity
IP Operating Portfolio I, LLC (4)(5)(7)(8)7.88%12/31/202927,428 956 884 
956 884 0.04 %
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HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Finance and Credit Services
PCP CW Aggregator Holdings II, L.P. (4)(5)(6)(12)L + 7.25%8.35%2/9/202718,186 17,853 17,730 
Yes Energy LLC (4)(5)(7)(11)B + 5.25%6.46%4/21/202810,000 2,248 2,331 
Yes Energy LLC (4)(5)(11)B + 5.25%6.86%4/21/202826,000 25,297 25,560 
45,398 45,621 2.13 %
General Industrials
BP Purchaser, LLC (4)(11)L + 5.50%7.19%12/11/202827,933 27,412 27,105 
Marcone Yellowstone Buyer Inc. (4)(5)(7)(11)L + 5.50%7.75%6/23/202812,117 3,037 2,859 
Marcone Yellowstone Buyer Inc. (4)(5)(11)L + 5.50%7.75%6/23/20284,462 4,419 4,350 
Marcone Yellowstone Buyer Inc. (4)(11)L + 5.50%7.75%6/23/202850,627 49,867 49,349 
Marcone Yellowstone Buyer Inc. (4)(5)(11)L + 5.50%7.75%6/23/202813,431 13,299 13,092 
98,034 96,755 4.51 %
Health Care Providers
Accelerated Health Systems, LLC (9)SF + 4.25%5.16%2/15/20298,073 8,049 7,687 
ATI Holdings Acquisition, Inc. (4)(5)(6)(12)SF + 7.25%8.25%2/24/202840,255 39,504 39,179 
Baart Programs, Inc. (4)(5)(7)(12)L + 5.00%6.67%6/11/202717,476 8,977 8,761 
ERC Topco Holdings, LLC (4)(5)(7)(11)11/10/2028780 (14)— 
ERC Topco Holdings, LLC (4)(5)(7)(11)11/10/20271,000 (18)— 
ERC Topco Holdings, LLC (4)(11)L + 5.50%6.75%11/10/202826,390 25,903 26,390 
Medline Borrower, LP (9)L + 3.25%4.92%10/23/202819,948 19,730 18,561 
MPH Acquisition Holdings LLC (9)L + 4.25%5.82%9/1/20284,656 4,533 4,300 
Pediatric Associates Holding Company, LLC (5)(7)(9)L + 3.25%4.92%2/8/20291,032 510 451 
Pediatric Associates Holding Company, LLC (9)L + 3.25%5.08%2/8/20296,800 6,770 6,375 
Phoenix Newco, Inc. (9)L + 3.25%4.92%11/15/202814,963 14,895 14,091 
PTSH Intermediate Holdings, LLC (4)(5)(7)(11)12/17/20273,953 (72)(111)
PTSH Intermediate Holdings, LLC (4)(11)L + 5.75%8.00%12/17/202720,994 20,608 20,406 
Tenet Healthcare Corp (5)(6)(8)5.13%11/1/202710,000 10,145 9,017 
Tivity Health Inc (4)(5)(11)SF + 6.00%8.01%6/28/2029112,560 109,753 109,746 
269,273 264,853 12.34 %
Household Goods and Home Construction
LHS Borrower, LLC (9)SF + 4.75%6.38%2/16/202921,945 21,734 19,001 
21,734 19,001 0.89 %
Industrial Engineering
Standard Industries, Inc. (9)L + 2.50%3.79%9/22/20281,295 1,295 1,255 
Time Manufacturing Holdings, LLC (4)(5)(7)(11)L + 6.50%7.30%12/1/20271,000 434 422 
Time Manufacturing Holdings, LLC (4)(11)L + 6.50%7.30%12/1/202712,204 11,955 11,805 
Time Manufacturing Holdings, LLC (4)(11)E + 6.50%7.25%12/1/2027€8,465 9,378 8,578 
Time Manufacturing Holdings, LLC (4)(5)(11)E + 6.50%7.25%12/1/2027€4,807 4,957 4,870 
TK Elevator U.S. Newco, Inc. (6)(9)L + 3.50%4.02%7/30/20277,738 7,753 7,269 
35,772 34,199 1.59 %
Industrial Metals and Mining
BLY US Holdings Inc. (4)(6)(12)L + 7.50%9.66%9/8/20263,076 2,996 2,969 
2,996 2,969 0.14 %
Industrial Support Services
Acuris Finance US, Inc (5)(9)SF + 4.00%6.20%2/16/202812,500 12,408 11,823 
Allied Universal Holdco LLC (9)L + 3.75%5.42%5/12/20283,047 3,036 2,799 
Argos Health Holdings, Inc. (4)(11)L + 5.50%6.71%12/6/2027663 651 659 
Becklar, LLC (4)(5)(7)(12)L + 6.85%8.92%12/21/20261,000 (5)(13)
Becklar, LLC (4)(12)L + 6.85%8.49%12/21/20265,813 5,694 5,648 
Eagle 2021 Lower Merger Sub, LLC (4)(11)L + 5.50%6.71%12/6/2027829 814 824 
Galaxy US Opco Inc. (5)(9)SF + 4.75%6.28%4/29/202926,300 25,654 24,755 
Guidehouse Inc. (4)(5)(11)L + 5.50%7.17%10/16/20284,975 4,926 4,855 
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HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
IG Investments Holdings, LLC (4)(5)(7)(13)P + 5.00%9.75%9/22/20271,726 450 425 
IG Investments Holdings, LLC (4)(11)L + 6.00%8.25%9/22/202822,620 22,287 21,923 
IG Investments Holdings, LLC (4)(11)L + 6.00%8.25%9/22/20281,866 1,848 1,808 
Mckissock Investment Holdings, LLC (11)SF + 5.00%5.95%3/4/202929,925 29,633 29,027 
NBG Acquisition Corp. (4)(5)(7)(11)L + 5.25%6.90%11/6/20281,000 34 26 
NBG Acquisition Corp. (4)(5)(7)(11)11/6/202818,760 (277)(419)
NBG Acquisition Corp. (4)(5)(7)(11)11/6/202814,070 (208)(315)
NBG Acquisition Corp. (4)(5)(7)(11)L + 5.25%6.49%11/6/20282,876 477 525 
NBG Acquisition Corp. (4)(11)L + 5.25%6.49%11/6/202821,612 21,462 21,129 
Sedgwick Claims Management Services, Inc. (8)L + 3.25%4.92%12/31/202514,451 14,348 13,609 
Southern Graphics Inc. (4)(5)(7)(12)11/17/20261,000 (24)(33)
Southern Graphics Inc. (4)(12)L + 7.50%8.94%11/17/202610,227 9,977 9,892 
Vaco Holdings, LLC (11)SF + 5.00%7.20%1/22/202912,686 12,629 12,242 
165,814 161,189 7.51 %
Industrial Transportation
E.S.G. Movilidad, S.L.U. (4)(5)(6)(7)(8)5/31/2029€11,245 (358)(349)
E.S.G. Movilidad, S.L.U. (4)(5)(6)(8)E + 6.75%6.75%5/31/2029€8,096 8,431 8,229 
E.S.G. Movilidad, S.L.U. (4)(5)(6)(8)E + 6.75%6.75%5/31/2029€22,264 23,186 22,630 
EquipmentShare.com Inc. (4)(9)L + 7.75%9.19%11/16/20264,236 4,155 4,109 
EquipmentShare.com Inc. (4)(9)L + 7.75%9.19%11/16/202616,945 16,620 16,437 
52,034 51,056 2.38 %
Investment Banking and Brokerage Services
Ascensus Holdings, Inc. (9)L + 3.50%5.81%8/2/20287,980 7,897 7,461 
Rocket Software, Inc. (5)(8)L + 4.25%5.92%11/28/20257,235 7,167 6,746 
15,064 14,207 0.66 %
Leisure Goods
Jam City, Inc. (4)(12)L + 7.00%9.26%9/7/20272,897 2,872 2,893 
Jam City, Inc. (4)(5)(7)(12)9/7/2027732 (13)(1)
Tilting Point Media LLC (4)(5)(7)(12)2/26/20276,372 (178)(220)
Tilting Point Media LLC (4)(5)(7)(12)2/26/20272,916 (82)(101)
Tilting Point Media LLC (4)(12)L + 8.00%9.67%2/26/20278,263 8,030 7,977 
10,629 10,548 0.49 %
Life Insurance
OneDigital Borrower LLC (9)SF + 4.25%5.88%11/16/20275,970 5,957 5,672 
5,957 5,672 0.26 %
Media
2080 Media, Inc. (4)(5)(7)(11)SF + 6.50%8.55%3/14/202929,561 12,241 11,984 
2080 Media, Inc. (4)(5)(7)(11)3/14/202813,795 (262)(370)
2080 Media, Inc. (4)(11)SF + 6.50%8.55%3/14/202955,180 54,105 53,638 
Ancestry.com Inc. (5)(9)L + 3.25%4.92%12/6/202712,894 12,693 11,798 
Associations Inc. (4)(5)(12)L + 6.50% (incl 2.50% PIK)7.50%7/2/2027476 471 471 
Associations Inc. (4)(5)(12)L + 6.50% (incl 2.50% PIK)7.84%7/2/2027987 978 987 
Associations Inc. (4)(5)(12)SF + 6.50% (incl 2.50% PIK)7.22%7/2/2027990 981 981 
Associations Inc. (4)(5)(12)L + 6.50% (incl 2.50% PIK)7.88%7/2/2027598 592 598 
Associations Inc. (4)(5)(7)(12)7/2/2027403 (4)(4)
Associations Inc.. (4)(5)(12)L + 6.50% (incl 2.50% PIK)7.50%7/2/20274,085 4,045 4,046 
Aventine Intermediate LLC (4)(5)(7)(11)L + 6.00% (incl 4.00% PIK)7.61%6/18/20271,012 889 878 
Aventine Intermediate LLC (4)(11)L + 6.00% (incl 4.00% PIK)7.61%6/18/202717,744 17,425 17,263 
9
Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Cengage Learning Inc (6)(12)L + 4.75%5.75%6/29/20262,697 2,704 2,441 
Kobalt London Limited (4)(5)(6)(7)(11)2/25/202713,125 (247)(86)
Kobalt London Limited (4)(6)(11)SF + 6.50%7.99%2/25/202713,125 12,880 13,039 
Mav Acquisition Corporation (9)L + 4.75%5.55%7/28/202813,940 13,808 12,662 
McGraw-Hill Education, Inc. (5)(8)5.75%8/1/20281,750 1,490 1,502 
Regency Entertainment (USA), Inc. (4)(5)(12)L + 6.75%8.25%11/22/202530,000 29,706 29,716 
The NPD Group L.P. (4)(5)(7)(11)L + 6.00%7.32%12/1/2027638 2 2 
The NPD Group L.P. (4)(5)(11)L + 6.00%7.57%12/1/20289,338 9,245 9,248 
173,742 170,794 7.96 %
Medical Equipment and Services
ABB/CON-CISE Optical Group LLC (4)(5)(7)(13)P + 6.50%11.25%2/23/20282,358 1,996 1,979 
ABB/CON-CISE Optical Group LLC (4)(11)L + 7.50%8.26%2/23/202822,585 22,045 21,882 
Coding Solutions Acquisition, Inc. (4)(5)(7)(11)5/11/202822,875 (447)(447)
Coding Solutions Acquisition, Inc. (4)(5)(7)(11)5/11/202810,875 (212)(213)
Coding Solutions Acquisition, Inc. (4)(5)(11)SF + 5.75%7.07%5/11/202876,250 74,749 74,760 
Plasma Buyer LLC (4)(5)(7)(11)5/12/202922,070 (433)(433)
Plasma Buyer LLC (4)(5)(7)(11)5/12/20289,458 (185)(185)
Plasma Buyer LLC (4)(5)(11)SF + 5.75%7.80%5/12/202985,125 83,447 83,455 
SDC US Smilepay SPV (4)(5)(7)(12)L + 10.75%12.16%10/27/202575,804 16,430 16,442 
197,390 197,240 9.19 %
Non-life Insurance
Alera Group, Inc. (4)(5)(7)(11)L + 5.50%7.17%10/2/202821,863 5,936 6,033 
Alera Group, Inc. (4)(5)(7)(11)L + 5.50%7.17%10/2/202812,587 12,145 12,156 
Alera Group, Inc. (4)(11)L + 5.50%7.17%10/2/202844,396 44,358 44,396 
Alliant Holdings Intermediate, LLC (5)(9)L + 3.50%5.01%11/5/202714,937 14,826 13,940 
AmWins Group, LLC (11)L + 2.25%3.92%2/21/20284,668 4,640 4,425 
Brightstar Escrow Corp. (5)(8)9.75%10/15/20251,000 981 948 
Galway Borrower LLC (4)(5)(7)(11)9/29/20284,654 (27)(138)
Galway Borrower LLC (4)(5)(7)(11)9/30/20272,216 (39)(66)
Galway Borrower LLC (4)(11)L + 5.25%7.50%9/29/202857,234 56,686 55,537 
Higginbotham Insurance Agency, Inc. (4)(5)(7)(11)L + 5.50%7.17%11/25/202648 6 6 
Higginbotham Insurance Agency, Inc. (4)(5)(11)L + 5.50%7.17%11/25/20269,927 9,829 9,832 
HUB International Limited (11)L + 3.25%4.35%4/25/202511,927 11,863 11,343 
Integrity Marketing Acquisition LLC (4)(5)(7)(11)L + 5.50%7.50%8/27/202557,836 52,666 51,952 
Integrity Marketing Acquisition LLC (4)(5)(7)(11)8/27/202520,965 (416)(416)
Patriot Growth Insurance Services, LLC (4)(5)(7)(11)10/16/2028509 (9)— 
Patriot Growth Insurance Services, LLC (4)(5)(7)(11)10/16/2028822 (15)— 
Patriot Growth Insurance Services, LLC (4)(11)L + 5.25%6.29%10/16/20286,786 6,663 6,786 
RSC Acquisition, Inc. (4)(5)(7)(11)10/30/202640,000 (393)(383)
RSC Acquisition, Inc. (4)(5)(7)(11)10/30/2026467 — — 
RSC Acquisition, Inc. (4)(5)(11)L + 5.50%6.74%10/30/202614,496 14,496 14,496 
Trupanion, Inc. (4)(5)(6)(7)(11)3/25/202726,250 (374)(556)
Trupanion, Inc. (4)(5)(6)(7)(11)3/25/20276,576 (93)(139)
Trupanion, Inc. (4)(5)(6)(11)SF + 5.00%7.20%3/25/202720,948 20,646 20,504 
USI Inc/NY (8)L + 3.00%5.25%5/16/202412,596 12,501 12,104 
266,876 262,760 12.24 %
Personal Care, Drug and Grocery Stores
Diamond (BC) B.V. (6)(9)L + 2.75%3.99%9/29/20289,416 9,337 8,733 
Vermont Aus Pty Ltd (4)(6)(11)SF + 5.65%7.70%3/23/202826,184 25,552 25,351 
Vermont Aus Pty Ltd (4)(6)(11)B + 5.75%7.61%3/23/2028A$35,661 26,091 23,827 
60,980 57,911 2.70 %
10
Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Personal Goods
Daphne S.P.A. (4)(5)(6)(7)(8)5/23/2028€7,957 (209)(205)
Daphne S.P.A. (4)(5)(6)(8)E + 6.25%6.25%5/23/2028€41,376 43,130 42,277 
Spanx, LLC (4)(5)(7)(11)11/18/20275,000 (90)(35)
Spanx, LLC (4)(11)L + 5.50%7.10%11/20/202829,850 29,301 29,683 
72,132 71,720 3.34 %
Pharmaceuticals and Biotechnology
CPI Buyer, LLC (4)(5)(7)(11)L + 5.50%7.07%11/1/20284,344 367 418 
CPI Buyer, LLC (4)(5)(7)(11)L + 5.50%7.11%10/30/20262,115 395 423 
CPI Buyer, LLC (4)(11)L + 5.50%7.07%11/1/202825,338 24,965 25,338 
Organon & Co. (6)(9)L + 3.00%4.63%6/2/20289,594 9,609 9,259 
PetVet Care Centers LLC (11)L + 3.50%5.17%2/14/20257,763 7,699 7,342 
43,035 42,780 1.99 %
Real Estate Investment and Services
850 Third Avenue Mezz I, LLC (4)(5)(7)(9)L + 6.50%7.56%10/1/20242,791 2,127 2,116 
850 Third Avenue Owner LLC (4)(5)(9)L + 6.50%7.56%10/1/20244,726 4,691 4,672 
OEG Borrower, LLC (5)(9)SF + 5.00%6.78%5/20/202940,000 38,403 38,100 
45,221 44,888 2.09 %
Retailers
PetSmart Inc / PetSmart Finance Corp (5)(8)4.75%2/15/20283,035 2,644 2,625 
Petsmart, LLC (11)L + 3.75%4.50%2/11/20287,596 7,592 7,173 
The Michaels Companies, Inc. (11)L + 4.25%6.50%4/14/20282,866 2,839 2,380 
The Talbots, Inc. (4)(12)L + 8.00%10.03%11/17/20268,102 7,864 7,800 
20,939 19,978 0.93 %
Software and Computer Services
Applied Systems, Inc (9)L + 3.00%5.25%9/19/202414,878 14,832 14,317 
Armstrong Bidco Limited (4)(5)(6)(7)(8)6/28/2029£47,995 (1,460)(1,459)
Armstrong Bidco Limited (4)(5)(6)(8)SN + 5.75%6.94%6/28/2029£91,991 109,292 109,175 
AxiomSL Group, Inc. (4)(5)(7)(12)12/3/2027744 — — 
AxiomSL Group, Inc. (4)(5)(7)(12)12/3/2025812 — — 
AxiomSL Group, Inc. (4)(5)(12)L + 6.00%7.67%12/3/202711,416 11,416 11,416 
Barracuda Networks, Inc. (5)(9)SF + 4.50%6.00%5/17/202921,500 20,855 20,667 
Bottomline Technologies, Inc. (4)(5)(7)(11)5/15/2028385 (4)(4)
Bottomline Technologies, Inc. (4)(5)(11)SF + 5.50%6.74%5/14/20294,615 4,570 4,571 
Calabrio, Inc. (4)(5)(7)(12)4/16/20272,687 — — 
Calabrio, Inc. (4)(5)(12)L + 7.00%9.25%4/16/202722,313 22,313 22,313 
CCC Intelligent Solutions Inc. (9)L + 2.25%4.50%9/21/202810,121 10,067 9,630 
DS Admiral Bidco, LLC (4)(5)(7)(12)3/16/2026966 (10)(9)
DS Admiral Bidco, LLC (4)(5)(12)L + 5.75%6.99%3/16/20289,011 8,922 8,924 
DTI Holdco, Inc. (5)(11)SF + 4.75%6.28%4/21/202930,000 29,412 28,168 
Endure Digital, Inc. (11)L + 3.50%4.62%2/10/20282,670 2,652 2,408 
FinThrive Software Intermediate Holdings Inc (9)L + 4.00%5.67%12/18/20288,668 8,647 8,061 
GovCIO Buyer Company (4)(12)L + 5.50%7.75%8/18/202710,995 10,800 10,661 
Helios Software Holdings, Inc. (5)(12)SF + 3.75%5.95%3/13/202816,670 16,506 15,370 
Huskies Parent, Inc. (4)(5)(7)(11)11/3/20281,000 (18)(30)
Huskies Parent, Inc. (4)(5)(7)(11)L + 5.50%6.62%11/3/20271,000 512 501 
Huskies Parent, Inc. (4)(11)L + 5.50%7.11%11/3/202825,538 25,072 24,761 
Hyland Software, Inc. (5)(11)L + 3.50%5.17%7/1/202412,946 12,852 12,527 
LMI Inc/DE (9)L + 3.75%5.42%10/2/202814,945 14,855 13,236 
GoTo Group Inc (5)(8)L + 4.75%6.35%8/31/20276,977 6,871 5,390 
McAfee Corp. (9)SF + 4.00%5.15%3/1/20298,000 7,962 7,307 
Medallia, Inc. (4)(5)(11)L + 6.00%7.67%10/29/202870,000 70,000 70,000 
11
Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Mitchell International, Inc. (9)L + 3.75%5.35%10/16/202814,888 14,798 13,604 
New Era Technology, Inc. (4)(5)(12)L + 6.25%7.49%10/31/202619,950 19,950 19,532 
Peraton Inc. (11)L + 3.75%5.42%2/1/20283,736 3,739 3,519 
Perforce Software, Inc. (4)(5)(9)SF + 4.50%6.03%7/1/202620,000 19,513 19,515 
Project Alpha Intermediate Holding, Inc. (5)(8)L + 4.00%5.67%4/26/20245,980 5,950 5,769 
Project Ruby Ultimate Parent Corp (11)L + 3.25%4.92%3/10/20287,406 7,398 6,964 
Quail Buyer, Inc. (4)(11)L + 5.25%6.50%10/1/20277,481 7,337 7,574 
Quasar Intermediate Holdings Ltd (9)SF + 4.25%5.47%2/1/202914,000 13,877 12,499 
Riley MergeCo LLC (4)(5)(7)(12)9/23/2027456 (10)(15)
Riley MergeCo LLC (4)(5)(7)(12)9/23/2027304 (7)(10)
Riley MergeCo LLC (4)(12)L + 6.00% (incl 2.75% PIK)7.62%9/23/20271,685 1,649 1,630 
Smarsh Inc. (4)(5)(7)(11)2/16/20294,286 (81)(120)
Smarsh Inc. (4)(5)(7)(11)2/16/20291,071 (20)(30)
Smarsh Inc. (4)(11)SF + 6.50%7.25%2/16/202917,143 16,822 16,663 
TA TT Buyer, LLC (5)(9)SF + 5.25%7.30%4/21/202915,000 14,852 14,569 
Tricentis Americas, Inc. (4)(5)(7)(12)5/13/20248,751 (72)(100)
Tricentis Americas, Inc. (4)(5)(7)(12)5/13/2024499 (4)(6)
Tricentis Americas, Inc. (4)(12)SF + 4.25%6.41%5/13/202415,591 15,466 15,413 
TriMech Acquisition Corp. (4)(5)(7)(12)SF + 4.75%6.27%3/10/20283,289 345 321 
TriMech Acquisition Corp. (4)(12)SF + 4.75%6.80%3/10/202821,656 21,342 21,169 
TriMech Acquisition Corp. (4)(5)(12)SN + 4.75%6.41%3/10/2028£36,900 44,575 43,902 
UKG Inc (9)L + 3.25%4.21%5/4/20267,960 7,927 7,479 
User Zoom Technologies, Inc. (4)(5)(11)SF + 5.75%6.50%4/5/202918,948 18,579 18,582 
Zayo Group, LLC (8)L + 3.00%4.67%3/9/20275,351 5,285 4,954 
Zelis Payments Buyer, Inc. (5)(8)L + 3.50%4.56%9/30/202613,954 13,877 13,180 
660,003 644,458 30.02 %
Technology Hardware and Equipment
Altar Bidco, Inc. (9)SF + 3.35%5.75%2/1/20298,000 7,976 7,376 
TechInsights Inc (4)(6)(12)L + 6.63%8.88%11/9/2027998 978 989 
TechInsights Inc (4)(6)(12)L + 6.63%8.88%11/9/20272,591 2,541 2,570 
11,495 10,935 0.51 %
Telecommunications Equipment
Delta Topco, Inc. (5)(11)L + 3.75%5.84%12/1/20274,987 4,905 4,529 
4,905 4,529 0.21 %
Telecommunications Service Providers
Directv Financing LLC / Directv Financing Co-Obligor Inc (5)(8)5.88%8/15/202710,000 9,904 8,628 
Directv Financing, LLC (11)L + 5.00%6.67%8/2/20278,888 8,908 8,209 
DISH DBS Corporation (8)5.25%12/1/20267,703 7,400 6,025 
OpenMarket Inc. (4)(6)(11)L + 6.25%8.50%9/17/20264,963 4,855 4,809 
Radiate Holdco LLC (5)(11)L + 3.25%4.92%9/25/202614,955 14,883 13,943 
Radiate Holdco LLC / Radiate Finance Inc (8)4.50%9/15/20261,000 946 864 
46,896 42,478 1.98 %
Travel and Leisure
AD1 LBV1, LLC (4)(5)(7)(10)L + 6.75%7.81%12/10/2024365 233 231 
AD1 LBV1, LLC (4)(5)(10)L + 6.75%7.81%12/10/202419,002 18,812 18,754 
Artemis Bidco Limited (4)(6)(7)(8)SN + 6.00%7.19%9/8/2028£2,437 294 253 
Artemis Bidco Limited (4)(6)(8)SN + 6.00%7.19%9/8/2028£7,749 10,037 9,203 
Artemis Bidco Limited (4)(6)(8)SN + 6.00%7.19%9/8/2028£4,509 5,885 5,356 
Artemis Bidco Limited (4)(6)(8)SN + 6.00%7.19%9/8/2028£4,676 6,103 5,554 
Canoe Bidco Pty Limited (4)(5)(6)(7)(9)5/20/2026A$31,969 (437)(429)
Canoe Bidco Pty Limited (4)(5)(6)(9)B + 6.50%8.36%5/20/2026A$137,468 94,814 93,022 
12
Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
IRB Holding Corp. (12)L + 2.75%4.42%2/5/20256,144 6,121 5,840 
141,862 137,784 6.42 %
Total First Lien debt2,955,342 2,890,350 134.65 %
Second Lien debt
Consumer Services
Asurion Corporation (5)(8)L + 5.25%6.92%1/31/20285,165 5,100 4,435 
5,100 4,435 0.21 %
Industrial Support Services
Galaxy US Opco Inc. (4)(5)(9)SF + 8.25%9.78%4/29/20309,000 8,778 8,780 
8,778 8,780 0.41 %
Software and Computer Services
UKG Inc (9)L + 5.25%6.21%5/3/202723,185 22,989 21,574 
22,989 21,574 1.00 %
Total Second Lien debt36,867 34,789 1.62 %
Unsecured debt
Automobiles and Parts
Ford Motor Credit Company LLC (5)(6)(8)4.13%8/4/202510,000 9,977 9,500 
9,977 9,500 0.44 %
Health Care Providers
Centene Corp (5)(6)(8)4.25%12/15/20278,900 8,926 8,310 
8,926 8,310 0.39 %
Mortgage Real Estate Investment Trusts
Starwood Property Trust, Inc. (5)(6)(8)3.75%12/31/202410,000 9,863 9,118 
9,863 9,118 0.42 %
Non-life Insurance
Alliant Holdings Intermediate LLC / Alliant Holdings Co-Issuer (5)(8)6.75%10/15/20276,490 5,812 5,776 
HUB International Limited (5)(8)7.00%5/1/20266,766 6,376 6,396 
USI Inc/NY (5)(8)6.88%5/1/20254,753 4,541 4,593 
16,729 16,765 0.78 %
Media
Netflix Inc (5)(6)(8)3.63%6/15/202510,000 10,035 9,525 
10,035 9,525 0.44 %
Telecommunications Service Providers
CCO Holdings LLC / CCO Holdings Capital Corp (5)(8)5.50%5/1/202610,000 10,166 9,773 
Level 3 Financing, Inc. (5)(8)3.63%1/15/20293,000 2,596 2,319 
Sirius XM Radio Inc. (5)(8)3.13%9/1/202610,000 9,524 8,851 
T-Mobile USA, Inc. (5)(8)2.25%2/15/202610,000 9,469 9,090 
31,755 30,033 1.40 %
Total Unsecured debt87,285 83,251 3.87 %
13
Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Structured Finance
Structured Finance investments
AMMC CLO 21 LTD (5)(6)(8)L + 3.10%4.39%11/2/20302,150 1,882 1,882 
AMMC CLO 21 LTD (5)(6)(8)L + 6.50%7.79%11/2/20302,626 2,332 2,249 
Carlyle Global Market Strategies (5)(6)(8)L + 5.40%6.46%10/20/20271,750 1,459 1,460 
CENT CLO 16, L.P. (5)(6)(8)SF + 8.07%10.57%7/20/20343,000 2,805 2,805 
Dryden 108 CLO Ltd (5)(6)(8)7/18/20352,900 2,291 2,291 
OCP CLO 2017-14 Ltd (5)(6)(8)SF + 6.80%7.65%1/15/20331,469 1,267 1,292 
Shackleton 2019-XV CLO Ltd (5)(6)(8)L + 6.66%7.70%1/15/20323,000 2,600 2,725 
Silver Creek CLO Ltd (5)(6)(8)L + 5.62%6.68%7/20/20302,000 1,766 1,774 
Voya CLO Ltd (5)(6)(8)L + 3.55%4.59%4/17/20301,500 1,301 1,329 
17,703 17,807 0.83 %
Total Structured Finance 17,703 17,807 0.83 %
Equity Investments
Electricity
IP Operating Portfolio I, LLC (4)(5)2 67 67 
Total Equity Investments67 67 — 
Total Investments - Non-Controlled/Non-Affiliated$3,097,264 $3,026,264 140.97 %
Total Investment Portfolio$3,097,264 $3,026,264 140.97 %
Cash and Cash Equivalents
J.P. Morgan U.S. Government Fund, Institutional Shares154,558 154,558 $154,558 
Cash8,096 8,096 
Total Cash and Cash Equivalents$162,654 $162,654 7.58 %
Total Investment Portfolio, Cash and Cash Equivalents$3,259,918 $3,188,918 148.55 %
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HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral under its credit facilities unless otherwise indicated.

(2) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), Prime Rate (“Prime” or “P”), Sterling Overnight Index Average ("SONIA" or "SN"), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate ("SOFR" or "SF") or Bank Bill Swap Rate ("BBSW" or "B") which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR, Prime, SONIA, SOFR, or BBSW and the current contractual interest rate in effect at June 30, 2022. Certain investments are subject to a LIBOR, Prime, or SOFR interest rate floor, or rate cap. Certain investments contain a Payment-in-Kind (“PIK”) provision.

(3) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

(4) These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5) These debt investments are not pledged as collateral under HLEND-A Funding Facility.

(6) The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2022, non-qualifying assets represented 16.6% of total assets as calculated in accordance with regulatory requirements.

(7) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments:

Investments-non-controlled/non-affiliatedCommitment TypeUnfunded CommitmentFair Value
Express Wash Concepts1st Lien Senior Secured Delayed Draw Loan$63,000 $(609)
SDC US Smilepay SPV1st Lien Senior Secured Delayed Draw Loan56,481 (2,146)
Armstrong Bidco Limited1st Lien Senior Secured Delayed Draw Loan58,420 (1,459)
Spotless Brands, LLC1st Lien Senior Secured Delayed Draw Loan41,563 (828)
RSC Acquisition, Inc.1st Lien Senior Secured Delayed Draw Loan40,000 (383)
Foundation Automotive US Corp1st Lien Senior Secured Delayed Draw Loan38,355 (575)
Canoe Bidco Pty Limited1st Lien Senior Secured Delayed Draw Loan22,062 (429)
Club Car Wash Operating, LLC1st Lien Senior Secured Delayed Draw Loan28,351 (601)
Trupanion, Inc.1st Lien Senior Secured Delayed Draw Loan26,250 (556)
IP Operating Portfolio I, LLC1st Lien Senior Secured Delayed Draw Loan25,841 (662)
Coding Solutions Acquisition, Inc.1st Lien Senior Secured Delayed Draw Loan22,875 (447)
Plasma Buyer LLC1st Lien Senior Secured Delayed Draw Loan22,070 (433)
Integrity Marketing Acquisition LLC1st Lien Senior Secured Delayed Draw Loan20,965 (416)
NBG Acquisition Corp.1st Lien Senior Secured Delayed Draw Loan18,760 (419)
2080 Media, Inc.1st Lien Senior Secured Delayed Draw Loan16,751 (468)
Alera Group, Inc.1st Lien Senior Secured Delayed Draw Loan15,830 — 
NBG Acquisition Corp.1st Lien Senior Secured Delayed Draw Loan14,070 (315)
2080 Media, Inc.1st Lien Senior Secured Revolving Loan13,795 (370)
Kobalt London Limited1st Lien Senior Secured Delayed Draw Loan13,125 (86)
E.S.G. Movilidad, S.L.U.1st Lien Senior Secured Delayed Draw Loan11,780 (349)
Coding Solutions Acquisition, Inc.1st Lien Senior Secured Revolving Loan10,875 (213)
Plasma Buyer LLC1st Lien Senior Secured Revolving Loan9,458 (185)
Marcone Yellowstone Buyer Inc.1st Lien Senior Secured Delayed Draw Loan8,952 (226)
Tricentis Americas, Inc.1st Lien Senior Secured Delayed Draw Loan8,751 (100)
Baart Programs, Inc.1st Lien Senior Secured Delayed Draw Loan8,340 (179)
Daphne S.P.A.1st Lien Senior Secured Delayed Draw Loan8,335 (205)
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HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
Investments-non-controlled/non-affiliatedCommitment TypeUnfunded CommitmentFair Value
Yes Energy LLC1st Lien Senior Secured Delayed Draw Loan7,500 (127)
Trupanion, Inc.1st Lien Senior Secured Revolving Loan6,576 (139)
Tilting Point Media LLC1st Lien Senior Secured Delayed Draw Loan6,372 (220)
Integrity Marketing Acquisition LLC1st Lien Senior Secured Delayed Draw Loan5,003 (76)
Spanx, LLC1st Lien Senior Secured Revolving Loan5,000 (35)
Galway Borrower LLC1st Lien Senior Secured Delayed Draw Loan4,654 (138)
Spotless Brands, LLC1st Lien Senior Secured Revolving Loan4,500 (90)
Smarsh Inc.1st Lien Senior Secured Delayed Draw Loan4,286 (120)
PTSH Intermediate Holdings, LLC1st Lien Senior Secured Delayed Draw Loan3,953 (111)
CPI Buyer, LLC1st Lien Senior Secured Delayed Draw Loan3,926 — 
Arcfield Acquisition Corp1st Lien Senior Secured Revolving Loan2,990 (76)
Thrasio LLC1st Lien Senior Secured Delayed Draw Loan2,972 (193)
Tilting Point Media LLC1st Lien Senior Secured Revolving Loan2,916 (101)
TriMech Acquisition Corp.1st Lien Senior Secured Revolving Loan2,895 (65)
Calabrio, Inc.1st Lien Senior Secured Revolving Loan2,687 — 
NBG Acquisition Corp.1st Lien Senior Secured Revolving Loan2,286 (51)
Galway Borrower LLC1st Lien Senior Secured Revolving Loan2,216 (66)
Artemis Bidco Limited1st Lien Senior Secured Delayed Draw Loan2,641 (64)
CPI Buyer, LLC1st Lien Senior Secured Revolving Loan1,692 — 
IG Investments Holdings, LLC1st Lien Senior Secured Revolving Loan1,251 (36)
Smarsh Inc.1st Lien Senior Secured Revolving Loan1,071 (30)
Huskies Parent, Inc.1st Lien Senior Secured Delayed Draw Loan1,000 (30)
ERC Topco Holdings, LLC1st Lien Senior Secured Revolving Loan1,000 — 
Southern Graphics Inc.1st Lien Senior Secured Revolving Loan1,000 (33)
Becklar, LLC1st Lien Senior Secured Delayed Draw Loan985 (28)
DS Admiral Bidco, LLC1st Lien Senior Secured Revolving Loan966 (9)
NBG Acquisition Corp.1st Lien Senior Secured Delayed Draw Loan952 (21)
Patriot Growth Insurance Services, LLC1st Lien Senior Secured Revolving Loan822 — 
AxiomSL Group, Inc.1st Lien Senior Secured Revolving Loan812 — 
ERC Topco Holdings, LLC1st Lien Senior Secured Delayed Draw Loan780 — 
AxiomSL Group, Inc.1st Lien Senior Secured Delayed Draw Loan744 — 
Jam City, Inc.1st Lien Senior Secured Delayed Draw Loan732 (1)
850 Third Avenue Mezz I, LLC1st Lien Senior Secured Delayed Draw Loan643 (7)
The NPD Group L.P.1st Lien Senior Secured Revolving Loan630 (6)
Time Manufacturing Holdings, LLC1st Lien Senior Secured Revolving Loan545 (18)
Pediatric Associates Holding Company, LLC1st Lien Senior Secured Delayed Draw Loan516 (32)
Patriot Growth Insurance Services, LLC1st Lien Senior Secured Delayed Draw Loan509 — 
Tricentis Americas, Inc.1st Lien Senior Secured Revolving Loan499 (6)
Huskies Parent, Inc.1st Lien Senior Secured Revolving Loan471 (13)
RSC Acquisition, Inc.1st Lien Senior Secured Revolving Loan467 — 
Riley MergeCo LLC1st Lien Senior Secured Delayed Draw Loan456 (15)
Alera Group, Inc.1st Lien Senior Secured Delayed Draw Loan431 — 
Associations Inc.1st Lien Senior Secured Revolving Loan403 (4)
Bottomline Technologies, Inc.1st Lien Senior Secured Revolving Loan385 (4)
ABB/CON-CISE Optical Group LLC1st Lien Senior Secured Revolving Loan307 (9)
Riley MergeCo LLC1st Lien Senior Secured Revolving Loan304 (10)
Nexus Intermediate III, LLC1st Lien Senior Secured Delayed Draw Loan300 (1)
AD1 LBV1, LLC1st Lien Senior Secured Delayed Draw Loan130 (2)
Aventine Intermediate LLC1st Lien Senior Secured Delayed Draw Loan107 (3)
Zips Car Wash, LLC1st Lien Senior Secured Delayed Draw Loan87 (1)
Higginbotham Insurance Agency, Inc.1st Lien Senior Secured Delayed Draw Loan42 — 
Total$719,467 $(14,650)
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HPS Corporate Lending Fund
Consolidated Schedule of Investments
June 30, 2022
(in thousands)
(Unaudited)
(8)There are no interest rate floors on these investments.
(9)The interest rate floor on these investments as of June 30, 2022 was 0.50%.
(10)The interest rate floor on these investments as of June 30, 2022 was 0.60%.
(11)The interest rate floor on these investments as of June 30, 2022 was 0.75%.
(12)The interest rate floor on these investments as of June 30, 2022 was 1.00%.
(13)The interest rate floor on these investments as of June 30, 2022 was 1.75%.
ADDITIONAL INFORMATION
Foreign currency forward contracts
Currency PurchasedCurrency SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
U.S. Dollars 4,214Australian Dollars 6,102Goldman Sachs Bank USA9/21/2022$80 
U.S. Dollars 95,933Australian Dollars 138,843Goldman Sachs Bank USA12/21/202297 
U.S. Dollars 118Euro 112Goldman Sachs Bank USA8/29/20228 
U.S. Dollars 10,675Euro 10,130Goldman Sachs Bank USA9/21/202254 
U.S. Dollars 77,943Euro 72,453Goldman Sachs Bank USA6/21/2023(218)
U.S. Dollars 44,823British Pound 36,766Goldman Sachs Bank USA9/21/2022178 
U.S. Dollars 595British Pound 488Goldman Sachs Bank USA10/21/202247 
U.S. Dollars 115,105British Pound 93,831Goldman Sachs Bank USA6/21/2023(199)
Total$47 

The accompanying notes are an integral part of these consolidated financial statements.
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HPS Corporate Lending Fund
Notes to Consolidated Financial Statements
(Unaudited)
(in thousands, except per share data, percentages and as otherwise noted)
Note 1. Organization

HPS Corporate Lending Fund (the “Company” or “HLEND”) is a Delaware statutory trust formed on December 23, 2020. The Company was formed to invest primarily in newly originated senior secured debt and other securities of private U.S. companies within the middle market and upper middle market. The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is externally managed by HPS Investment Partners, LLC (the “Adviser”, the “Administrator”, or “HPS”). The Company intends to elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company’s investment objective is to generate attractive risk adjusted returns, predominately in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. The Company seeks to achieve its investment objective by investing primarily in newly originated, privately negotiated senior credit investments in high quality, established middle market and upper middle market companies, and in select situations, companies in special situations. Middle market and upper middle market companies generally mean companies with earnings before interest, taxes, depreciation and amortization (“EBITDA”) of between $50 million to $350 million annually at the time of investment.
The Company may from time to time invest in smaller or larger companies if the opportunity presents attractive investment and risk adjusted returns. In addition to corporate level obligations, the Company’s investments in such companies may also opportunistically include private asset-based financings such as equipment financings, financings against mission-critical corporate assets and mortgage loans, and/or investments that represent equity in portfolios of loans, receivables or other debt instruments. The Company may also selectively make investments that represent equity in portfolios of loans, receivables or other debt instruments. The Company may also participate in programmatic investments in partnership with one or more unaffiliated banks or other financial institutions, where a partner assumes senior exposure to each investment, and the Company participates in the junior exposure.
The Company’s investment strategy will also include a smaller allocation to more liquid credit investments such as broadly syndicated loans and corporate bonds. This allocation may also include senior secured loans, senior secured bonds, high yield bonds and structured credit instruments.
The strategy of the Company primarily focuses on companies in the United States, but also intends to leverage the Adviser’s presence to invest in companies in Europe, Australia and other locations outside the U.S. In addition, the Company may also invest in publicly traded securities of larger corporate issuers on an opportunistic basis when market conditions create compelling potential return opportunities, subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.”
The Company offers on a continuous basis up to $4.0 billion of common shares of beneficial interest pursuant to an offering registered with the Securities and Exchange Commission (the “Offering”). The Company offers to sell any combination of four classes of common shares, Class S shares, Class D shares, Class I and Class F shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. The initial purchase price for the common shares of beneficial interest was $25.00 per share. Thereafter, the purchase price per share for each class of common shares equals the net asset value (“NAV”) per share, as of the effective date of the monthly share purchase date. Emerson Equity LLC (the “Managing Dealer”) will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in the offering. The Company may also engage in private offerings of its common shares.
The Company accepted purchase orders and held investors’ funds in an interest-bearing escrow account until the Company received purchase orders for at least $100.0 million, excluding shares purchased by the Adviser, its affiliates and trustees and officers but including any shares purchased in any private offering, in any combination of purchases of Class S shares, Class D shares, Class I and Class F shares, and the Company’s Board of Trustees (the “Board”) authorized the release of funds in the escrow account. As of February 3, 2022, the Company had satisfied the minimum offering requirement and commenced its operations after the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 20,437,880 shares (consisting of 1,268,000 Class D shares, 7,074,280 Class I shares and 12,095,600 Class F shares at an offering price of $25.00 per share), and the escrow agent released net proceeds of $510.9 million to the Company as payment for such shares. There were no Class S shares issued on such date.
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Note 2. Significant Accounting Policies
Basis of Presentation
The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the interim period(s) presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2022.
As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.
The Company consolidated the results of its wholly-owned subsidiaries HLEND Holdings A, L.P. (“HLEND A”), HLEND Holdings B, L.P. (“HLEND B”), HLEND Proxima, LLC and HLEND FEP, LLC. All intercompany transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.

Investments that are listed or traded on an exchange and are freely transferrable are valued at either the closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) on the principal exchange on which the investment is listed or traded. Investments for which other market quotations are readily available will typically be valued at those market quotations. To validate market quotations, the Company will utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Where it is possible to obtain reliable, independent market quotations from a third party vendor, the Company will use these quotations to determine the value of its investments. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. The Adviser obtains these market quotations from independent pricing services, if available; otherwise from one or more broker quotes. To assess the continuing appropriateness of pricing sources and
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methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment.

Where prices or inputs are not available or, in the judgment of the Adviser, not reliable, valuation approaches based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available, as will be the case for a substantial portion of the Company’s investments, are valued at fair value as determined in good faith pursuant to procedures adopted by, and under the oversight of the Board, based on, among other things, the input of the Adviser, the Audit Committee of the Board (the “Audit Committee”) and one or more independent valuation firms engaged at the direction of the Board to review the Company’s investments. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.
With respect to the quarterly valuation of investments, the Company undertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:

•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in consultation with the Adviser’s investment professionals responsible for each portfolio investment;
•In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of each such investment that was (i) originated or purchased prior to the first calendar day of the quarter and (ii) is not a de minimis investment, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Board and the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;
•The Adviser’s valuation committee (the “Valuation Committee”) reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable; 
•The Adviser’s Valuation Committee makes valuation recommendations to the Audit Committee;
•The Audit Committee reviews the valuation recommendations made by the Adviser’s Valuation Committee, including the independent valuation firms’ quarterly valuations, and once approved, recommends them for approval by the Board; and
•The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser’s Valuation Committee and, where applicable, the independent valuation firms or other external service providers.

As part of the valuation process, the Company will take into account relevant factors in determining the fair value of the Company’s investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant: (i) the estimated enterprise value of a portfolio company, generally based on an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, and (v) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.
The Board has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Board may reasonably rely on that assistance. However, the Board is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and a consistently applied valuation process.
Derivative Instruments
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedule of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and
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counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.
Loan Participations
The Company follows the guidance in ASC 860 Transfers and Servicing when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales that do not meet the definition of a participating interest remain on the Consolidated Statements of Assets and Liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. There were no participations that were accounted for as secured borrowings during the period.
Foreign Currency Transactions
Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities are included with the net change in unrealized gains (losses) on foreign currency translations on the Consolidated Statements of Operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Revenue Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three and six months ended June 30, 2022, the Company recorded non-recurring interest income of $0.7 million and $1.4 million, respectively (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts).
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2022, there were no loans placed on non-accrual status.
PIK Income
The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet
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collected cash. For the three and six months ended June 30, 2022, the Company recorded PIK income of $1.0 million and $1.6 million, respectively.
Dividend Income
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. For the three and six months ended June 30, 2022, the Company did not record any dividend income.
Other Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies.  Such fees are recognized as income when earned or the services are rendered. For the three and six months ended June 30, 2022, the Company recorded other income of $0.4 million and $0.5 million, respectively.
Organization Costs
Organization expenses include, among other things, the cost of incorporating the Company and the cost of legal services and other fees pertaining to the Company's organization. Organization expenses are expensed as incurred.

Offering Expenses

The Company's offering expenses include, among other things, legal fees, registration fees and other costs pertaining to the preparation of the Company's registration statement (and any amendments or supplements thereto) relating to the offering and associated marketing materials. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over a twelve-month period from incurrence.
Deferred Financing Costs and Debt Issuance Costs
Deferred financing and debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Statements of Assets and Liabilities. Debt issuance costs related to any issuance of installment debt or notes, if any, are presented net against the outstanding debt balance of the related security.
Income Taxes
The Company intends to elect to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s investors and would not be reflected in the consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. The Company intends to make the requisite distributions to its stockholders, which will generally relieve the Company from corporate-level income taxes.

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses.

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (i)
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98% of its ordinary income for the calendar year, (ii) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (iii) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. To the extent that it determines that estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated undistributed taxable income.
For the three and six months ended June 30, 2022, the Company did not accrue any U.S. federal income tax or excise tax.
Allocation of Income, Expenses, Gains and Losses
Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the aggregate net asset value of that class in relation to the aggregate net asset value of the Company. Expenses that are specific to a class of shares are allocated to such class directly.
Distributions
To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.
The Company has adopted a distribution reinvestment plan pursuant to which shareholders will have their cash distributions automatically reinvested in additional shares of the Company's same class of common stock to which the distribution relates unless they elect to receive their distributions in cash.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is evaluating the potential impact, if any, of adopting ASU No. 2020-04 and 2021-01 on the consolidated financial statements.
Note 3. Fees, Expenses, Agreements and Related Party Transactions
Investment Advisory Agreement

On January 20, 2022, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Adviser, pursuant to which the Adviser will manage the Company on a day-to-day basis. The Adviser is responsible for determining the portfolio composition, making investment decisions, monitoring investments, performing due diligence on prospective portfolio companies and providing the Company with such other investment advisory and related services as may reasonably be required for the investment of capital.
The Investment Advisory Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Investment Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related Securities and Exchange Commission (the “SEC”) guidance and interpretations.

Under the Investment Advisory Agreement, the Company pays the Adviser a fee for its services. The fee consists of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders.
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Base Management Fee

The management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Investment Advisory Agreement, net assets means the Company’s total assets less the value of liabilities, determined in accordance with U.S. GAAP. For the first calendar month in which the Company had operations, net assets were measured as the beginning net assets as of the date on which the Company broke escrow for the Offering.

The Adviser has agreed to waive the base management fee from the date on which the Company broke escrow for the Offering through November 3, 2022.

For the three and six months ended June 30, 2022, base management fees earned were $5.7 million and $7.1 million, respectively, all of which were voluntarily waived by the Adviser. As of June 30, 2022, no amounts were payable to the Adviser related to management fees.
Incentive Fees

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Company’s income and a portion is based on a percentage of the Company’s capital gains, each as described below.

(i) Income based incentive fee

The income based incentive fee will be based on the Company’s Pre-Incentive Fee Net Investment Income Returns, as defined below. “Pre-Incentive Fee Net Investment Income Returns” means dividends, cash interest or other distributions or other cash income and any third-party fees received from portfolio companies (such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance and fees earned by the Adviser or an affiliate in its capacity as an administrative agent, syndication agent, collateral agent, loan servicer or other similar capacity) accrued during the quarter, minus operating expenses for the quarter (including the management fee, taxes, any expenses payable under the Investment Advisory Agreement and an administration agreement with the administrator, any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred stock, but excluding incentive fees and shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter, is compared to a “Hurdle Rate” defined as a return of 1.25% per quarter (5.0% annualized).

The Company will pay the Adviser an incentive fee quarterly in arrears with respect to the Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

i.No incentive fee will be paid on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Pre- Incentive Fee Net Investment Income Returns do not exceed the Hurdle Rate; and

ii.100% of the dollar amount of the Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre- Incentive Fee Net Investment Income Returns, if any, that exceeds the Hurdle Rate but is less than a rate of return of 1.43% (5.72% annualized). This portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the Hurdle Rate but is less than 1.43%) is referred to as the “Catch-Up.” The Catch-Up is meant to provide the Adviser with 12.5% of the Company’s Pre-Incentive Fee Net Investment Income Returns as if a Hurdle Rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and

iii.12.5% of the dollar amount of the Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).
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These calculations are prorated for any period of less than three months, including the first quarter the Company commenced operations, and are adjusted for any share issuances or repurchases during the relevant quarter.
The Adviser has agreed to waive the income based incentive fee from the date on which the Company broke escrow for the Offering through November 3, 2022. For the three and six months ended June 30, 2022, income based incentive fees were $3.3 million and $4.3 million, respectively, all of which was voluntarily waived by the Adviser. As of June 30, 2022, no amounts were payable to the Adviser relating to income based incentive fees.

(ii) Capital gains incentive fee

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals 12.5% of cumulative realized capital gains attributable to the applicable share class from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP.
For the three and six months ended June 30, 2022, there were no accrued capital gains incentive fees.
Administration Agreement

On January 20, 2022, the Company entered into an agreement (the “Administration Agreement”) with the Administrator under which the Administrator will provide, or oversee the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of the Company’s net asset value (“NAV”), compliance monitoring (including diligence and oversight of other service providers), preparing reports to shareholders and reports filed with the SEC and other regulators, preparing materials and coordinating meetings of the Company’s Board of Trustees (the “Board”), managing the payment of expenses, the payment and receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of the Administrator or any of its affiliates, subject to the limitations described in Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed for the Company by such affiliate or third party.

The amount of the reimbursement payable to the Administrator for administrative services will be the lesser of (1) Administrators’ actual costs incurred in providing such services and (2) the amount that the Company estimates it would be required to pay alternative service providers for comparable services in the same geographic location. The Administrator will be required to allocate the cost of such services to the Company based on factors such as assets, revenues, time allocations and/or other reasonable metrics. The Company will not reimburse the Administrator for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of HPS.

Unless earlier terminated as described below, the Administration Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the independent trustees. The Company may terminate the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The Investment Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.
For the three and six months ended June 30, 2022, the Company incurred $0.5 million and $0.8 million in expenses under the Administration Agreement, which were recorded in “administrative service expenses” in the Company’s Consolidated Statements of Operations. As of June 30, 2022, there was $0.2 million of administrative service expenses payable by the Company which are included in “due to affiliates” in the Consolidated Statements of Assets and Liabilities.
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Sub-Administration and Fund Accounting Servicing Agreements

HPS has hired U.S. Bancorp Fund Services, LLC (“U.S. Bancorp”) to assist in the provision of sub-administrative and fund accounting services. U.S. Bancorp will receive compensation for these services under sub-administration and fund accounting servicing agreements.

Managing Dealer Agreement

On August 9, 2021, the Company entered into a Managing Dealer Agreement (the “Managing Dealer Agreement”) with the Managing Dealer. Under the terms of the Managing Dealer Agreement, the Managing Dealer will serve as the Managing Dealer for the Offering. The Managing Dealer will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.85% of the value of the Company’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Managing Dealer will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.25% of the value of the Company’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month. The Managing Dealer will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.50% of the value of the Company’s net assets attributable to Class F shares as of the beginning of the first calendar day of the month. No distribution and/or shareholding servicing fees will be paid with respect to Class I. The distribution and/or shareholder servicing fees will be payable to the Managing Dealer, but the Managing Dealer anticipates that all or a portion of the shareholder servicing fees will be retained by, or reallowed (paid) to, participating broker-dealers. As set forth in and pursuant to the Managing Dealer Agreement, the Company pays the Managing Dealer certain fees, including a $35,000 engagement fee, a $250,000 fixed managing dealer fee that is payable quarterly in arrears in five equal quarterly installments and a two basis point (0.02%) variable managing dealer fee that is payable on any new capital raised in the offering following the expiration of the initial 15-month period of the offering. The Company or the Adviser may also pay directly, or reimburse the Managing Dealer if the Managing Dealer pays on the Company’s behalf, any organization and offering expenses (other than any upfront selling commissions and shareholder servicing and/or distribution fees).

The Company will cease paying the distribution and/or shareholder servicing fees on the Class S shares, Class D shares and Class F shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) a merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets or (iii) the date following the completion of the primary portion of the Offering on which, in the aggregate, underwriting compensation from all sources in connection with the Offering, including the distribution and/or shareholder servicing fees and other underwriting compensation, is equal to 10% of the gross proceeds from the Offering.

In addition, at the end of the month in which the Managing Dealer in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to any single share held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such share (or a lower limit as determined by the Managing Dealer or the applicable selling agent), the Company will cease paying the shareholder servicing and/or distribution fee on either (i) each such share that would exceed such limit or (ii) all Class S shares, Class D shares and Class F shares in such shareholder’s account. At the end of such month, the applicable Class S shares, Class D shares or Class F shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S, Class D or Class F shares.

The Managing Dealer is a broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory Authority.

The Managing Dealer Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or the Managing Dealer Agreement or by vote of a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Managing Dealer or the Adviser. The Managing Dealer Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act.

Either party may terminate the Managing Dealer Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Managing Dealer Agreement. The Company’s obligations under the Managing Dealer Agreement to pay the shareholder servicing and/or distribution fees with respect to the Class S, Class D shares and Class F shares distributed shall survive termination of the agreement until such shares are no longer outstanding (including such shares that have been converted into Class I shares, as described above).
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Distribution and Servicing Plan
On August 9, 2021, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the Managing Dealer with respect to the Class S, Class D, Class I, and Class F on an annualized basis as a percentage of the Company’s NAV for such class.
Shareholder
Servicing and/or
Distribution Fee as a % of NAV
Class S shares0.85 %
Class D shares0.25 %
Class I shares— 
Class F shares0.50 %
The shareholder servicing and/or distribution fees is paid monthly in arrears, calculated using the net asset value of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation. The Managing Dealer agreed to waive shareholder servicing and/or distribution fees for Class D shares and Class F shares from the date on which the Company broke escrow for the Offering through November 3, 2022.
The Managing Dealer will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S, Class D or Class F shares are calculated based on the aggregate net asset value for all of the outstanding shares of each such class, it reduces the net asset value with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.
Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S, Class D or Class F shares: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Managing Dealer will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.
For the three and six months ended June 30, 2022, the Company accrued distribution and shareholder servicing fees of $0.1 million and $0.2 million attributable to Class D shares, and $1.4 million and $1.7 million attributable to Class F shares, respectively, all of which were waived during the periods.
Expense Support and Conditional Reimbursement Agreement

On January 20, 2022, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. Pursuant to the Expense Support Agreement, on a monthly basis, the Adviser is obligated to advance all of the Company’s Other Operating Expenses (as defined hereafter) (each, a “Required Expense Payment”) to the extent that such expenses exceed 1.00% (on an annualized basis) of the Company’s NAV. The Adviser may elect to pay an additional portion of the Company’s expenses from time to time, which the Company will be obligated to reimburse to the Adviser at a later date if certain conditions are met.

“Other Operating Expenses” means the Company’s total organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement).

Any Required Expense Payment must be paid by the Adviser to the Company in any combination of cash or other immediately available funds and/or offset against amounts due from the Company to the Adviser or its affiliates.

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The Adviser may elect to pay certain additional expenses on behalf of the Company (each, a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”), provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Company. Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.”

“Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

The following table presents a summary of Expense Payments and the related Reimbursement Payments since the Company's commencement of operations:
For the Month EndedExpense Payments by AdviserReimbursement Payments to AdviserUnreimbursed Expense Payments
February 28, 2022(1)
$2,384 $— $2,384 
March 31, 2022443 — 443 
April 30, 2022718 — 718 
May 31, 2022725 — 725 
Total$4,270 $— $4,270 
(1) Included in this amount is $1.2 million of Expense Payments made by the Adviser relating to expenses incurred prior to the Company breaking escrow on February 3, 2022. Although such expenses became payable by the Company upon breaking escrow (as recorded in the Consolidated Statements of Operations within “Reimbursable expenses previously borne by Adviser”), they were supported by the Adviser under the Expense Support and Conditional Reimbursement Agreement.

For the three and six months ended June 30, 2022, the Adviser made Expense Payments in the amount of $1.4 million and $4.3 million, respectively. For the three and six months ended June 30, 2022, there were no Reimbursement Payments made to the Adviser. The Adviser waived its right to receive such Reimbursement Payment, if any, for each calendar month since the Company broke escrow.
Escrow Agreement
On September 21, 2021, the Company entered into an escrow agreement (the “Escrow Agreement”) with U.S. Bank National Association (the “Escrow Agent”) and U.S. Bancorp Fund Services, LLC. The Company received purchase orders and held investors’ funds in an interest-bearing escrow account until it received purchase orders for at least $100 million (excluding any shares purchased by the Adviser, its affiliates and the Company’s trustees and officers but including any shares purchased in any private offerings), and the Board authorized the release of the escrowed purchase order proceeds to the Company, which occurred on February 3, 2022.
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Note 4. Investments
The composition of the Company’s investment portfolio at cost and fair value was as follows:
June 30, 2022
Amortized CostFair Value% of Total
Investments at
Fair Value
First lien debt$2,955,342 $2,890,350 95.51 %
Second lien debt36,867 34,789 1.15 
Unsecured debt87,285 83,251 2.75 
Structured finance investments17,703 17,807 0.59 
Equity investments67 67 — 
Total$3,097,264 $3,026,264 100.00 %
The industry composition of investments at fair value was as follows:
June 30, 2022
Fair Value% of Total
Investments at
Fair Value
Software and Computer Services$666,032 22.01 %
Consumer Services329,400 10.86 
Non-life Insurance279,525 9.24 
Health Care Providers273,163 9.03 
Medical Equipment and Services197,240 6.52 
Media180,319 5.96 
Industrial Support Services169,969 5.62 
Travel and Leisure137,784 4.55 
Automobiles and Parts131,821 4.36 
General Industrials96,755 3.20 
Telecommunications Service Providers72,511 2.40 
Personal Goods71,720 2.37 
Personal Care, Drug and Grocery Stores57,911 1.91 
Industrial Transportation51,056 1.69 
Finance and Credit Services45,621 1.51 
Real Estate Investment and Services44,888 1.48 
Pharmaceuticals and Biotechnology42,780 1.41 
Industrial Engineering34,199 1.13 
Retailers19,978 0.66 
Aerospace and Defense19,921 0.66 
Household Goods and Home Construction19,001 0.63 
Structured Finance 17,807 0.59 
Investment Banking and Brokerage Services14,207 0.47 
Technology Hardware and Equipment10,935 0.36 
Leisure Goods10,548 0.35 
Mortgage Real Estate Investment Trusts9,118 0.30 
Chemicals6,757 0.22 
Life Insurance5,672 0.19 
Telecommunications Equipment4,529 0.15 
Industrial Metals and Mining2,969 0.10 
Construction and Materials1,177 0.04 
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Electricity951 0.03 
Total$3,026,264 100.00 %
The geographic composition of investments at cost and fair value was as follows:
June 30, 2022
Amortized CostFair Value% of Total
Investments at
Fair Value		Fair Value
as % of Net
Assets
Australia$146,020 $141,771 4.68 %6.60 %
Canada3,519 3,559 0.12 0.17 
Italy42,921 42,072 1.39 1.96 
Spain31,259 30,510 1.01 1.42 
United Kingdom130,151 128,082 4.23 5.97 
United States2,743,394 2,680,270 88.57 124.85 
Total$3,097,264 $3,026,264 100.00 %140.97 %
As of June 30, 2022, there were no investments in the portfolio on non-accrual status.
As of June 30, 2022, on a fair value basis, 96.2% of performing debt investments bore interest at a floating rate and 3.8% of performing debt investments bore interest at a fixed rate.
Note 5. Fair Value Measurements
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
•Level 1: Inputs to the valuation methodology that reflect unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.
•Level 2:  Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date.
•Level 3:  Inputs to the valuation methodology are unobservable and significant to overall fair value measurement.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. 
In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820.  Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value.
Investments whose values are based on the listed closing price quoted on the securities’ principal exchange are classified within Level 1 and include active listed equities. The Adviser does not adjust the quoted price for such instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include investment-grade corporate bonds, structured products, and certain bank loans, less liquid listed equities, and high yield bonds. As Level 2 investments
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include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Investments classified within Level 3 have unobservable inputs, as they trade infrequently, or not at all. When observable prices are not available for these investments, the Adviser uses one or more valuation techniques (e.g., the market approach and the income approach) of which sufficient and reliable data is available. Within Level 3, the use of the market approach generally consists of using comparable market data, while the use of the income approach generally consists of the net present value of estimated future cash flows, which may be adjusted as appropriate for liquidity, credit, market and/or other risk factors.

Investments in senior loans primarily include first and second lien term loans, delayed draws and revolving credit. The Adviser analyzes enterprise value based on the weighted average of discounted cash flows, public comparables and merger and acquisition comparables. This analysis is done to ensure, among other things, that the investments have adequate collateral and asset coverage. Once the investment is determined to have adequate asset coverage, the Adviser monitors yields for senior loan investments made from the time of purchase to the month end average yields for similar investments and risk profiles. The Company uses market data, including newly funded transactions, and secondary market data with respect to high-yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield. The change in yield is utilized by the Adviser to discount the anticipated cash flows of the debt investment in order to arrive at a fair value. Further, the Adviser adjusts for material changes in the underlying fundamentals of the issuer, including changes in leverage, as necessary. If the investment does not have adequate coverage, a tranched valuation approach is considered.

Derivative Instruments: Derivative instruments can be exchange-traded or privately negotiated over the-counter (“OTC”) and include forward currency contracts. Forwards currency contracts are valued by the Adviser using observable inputs, such as market-based quotations received from the counterparty, dealers or brokers, whenever available and considered reliable. In instances where models are used, the value of an OTC derivative depends upon the contractual terms of, and specific risks inherent in the contract, as well as the availability and reliability of observable inputs. Such inputs include market prices for reference securities, yield curves, volatility assumptions and correlations of such inputs. Certain OTC derivatives can generally be corroborated by market data and are therefore classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded.

Further inputs considered by the Adviser in estimating the value of investments may include the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt capital markets (by the investment or other comparable investments), whether the loan contains call protection and changes in financial ratios or cash flows. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Adviser in the absence of market information. The fair value measurement of Level 3 investments does not include transaction costs that may have been capitalized as part of the security’s cost basis. Assumptions used by the Adviser due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Company’s consolidated results of operations.
Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company is evaluating the impact, if any, of adopting Rule 2a-5 on the consolidated financial statements and intends to comply with requirements of Rule 2a-5 on or before the compliance date in September 2022.
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The following table presents the fair value hierarchy of financial instruments:
June 30, 2022
Level 1Level 2Level 3Total
First lien debt$— $735,632 $2,154,718 $2,890,350 
Second lien debt— 26,009 8,780 34,789 
Unsecured debt— 83,251 — 83,251 
Structured finance investments— 17,807 — 17,807 
Equity investments— — 67 67 
Total investments$— $862,699 $2,163,565 $3,026,264 
Cash equivalents$154,558 $— $— $154,558 
Unrealized appreciation (depreciation) on foreign currency forward contracts$— $47 $— $47 
The following table presents change in the fair value of financial instruments for which Level 3 inputs were used to determine fair value:
Six Months Ended June 30, 2022
First Lien
Debt		Second Lien DebtEquity InvestmentsTotal Investments
Fair value, beginning of period$— $— $— $— 
Purchases of investments (1)
2,261,818 8,776 67 2,270,661 
Proceeds from principal repayments and sales of investments(92,381)— — (92,381)
Accretion of discount/amortization of premium2,497 3 — 2,500 
Net realized gain (loss)11 — — 11 
Net change in unrealized appreciation (depreciation)(17,227)1 — (17,226)
Transfers into Level 3 (2)
— — — — 
Transfers out of Level 3 (2)
— — — — 
Fair value, end of period$2,154,718 $8,780 $67 $2,163,565 
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of June 30, 2022
$(17,227)$1 $— $(17,226)
Three Months Ended June 30, 2022
First Lien
Debt		Second Lien DebtEquity InvestmentsTotal Investments
Fair value, beginning of period$840,223 $— $67 $840,290 
Purchases of investments (1)
1,365,064 8,776 — 1,373,840 
Proceeds from principal repayments and sales of investments(37,008)— — (37,008)
Accretion of discount/amortization of premium1,738 3 — 1,741 
Net realized gain (loss)(3)— — (3)
Net change in unrealized appreciation (depreciation)(15,296)1 — (15,295)
Transfers into Level 3 (2)
— — — — 
Transfers out of Level 3 (2)
— — — — 
Fair value, end of period$2,154,718 $8,780 $67 $2,163,565 
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of June 30, 2022
$(15,296)$1 $— $(15,295)
(1)Purchases include PIK interest, if applicable.
(2)Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. For the three and six months ended June 30, 2022, there were no transfers into or out of Level 3.
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The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.
June 30, 2022
Range
Fair Value (1)
Valuation
Technique		Unobservable
Input		LowHigh
Weighted
Average (2)
Investments in first lien debt$1,116,722 Yield analysisDiscount rate6.16 %13.73 %8.35 %

(1)As of June 30, 2022, included within the fair value of Level 3 assets of $2,163,565 is an amount of $1,046,843 for which the Adviser did not develop the unobservable inputs (examples include third-party pricing and transaction prices).
(2)Weighted averages are calculated based on fair value of investments.
The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. Significant increases in discount rates would result in a significantly lower fair value measurement.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.
Financial Instruments Not Carried at Fair Value
Debt
The fair value of the Company’s credit facilities, which would be categorized as Level 3 within the fair value hierarchy, as of June 30, 2022, approximates their carrying value as the credit facilities have variable interest based on selected short term rates.
Note 6. Derivative Instruments

The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. For derivative contracts, the Company enters into netting arrangements with its counterparties. In accordance with authoritative guidance, the Company offsets fair value amounts recognized for derivative instruments with the same counterparty under a master netting arrangement.

During the three and six months ended June 30, 2022, the average notional exposure for foreign currency forward contracts was $179.0 million and $90.1 million, respectively.

The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of June 30, 2022.

June 30, 2022
CounterpartyGross Amount of AssetsGross Amount of (Liabilities)Net amounts presented in the Consolidated Statements of Assets and Liabilities
Collateral Received/Pledged(1)
Net Amounts(2)
Goldman Sachs Bank USA$464 $(417)$47 $— $47 
$464 $(417)$47 $— $47 
(1) Amount excludes excess cash collateral paid.
(2) Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts, if applicable.

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The effect of transactions in derivative instruments on the Consolidated Statements of Operations during the three and six months ended June 30, 2022 were as follows:
Three Months Ended
June 30, 2022		Six Months Ended
June 30, 2022
Net change in unrealized gain (loss) on foreign currency forward contracts$29 $47 
Realized gain (loss) on foreign currency forward contracts82 82 

Note 7. Borrowings
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of June 30, 2022, the Company’s asset coverage was 372.31%.
SPV Financing Facilities
From time to time, wholly-owned subsidiaries of the Company may enter into secured financing facilities (“SPV Financing Facilities”), as described below. The obligations of each special purpose vehicle (“SPV”) to the lenders are secured by a first priority security interest in all of the SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the SPV.
In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lender under the SPV Financing Facility may declare the outstanding advances and all other obligations under the SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the SPV obtains the consent of the lenders under the SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.

As of June 30, 2022, the Company had one SPV Financing Facility, HLEND A Funding Facility, as discussed below.
HLEND A Funding Facility
On February 3 2022, HLEND A, entered into a SPV Financing Facility with Morgan Stanley Bank, N.A. (“HLEND A Funding Facility”). Morgan Stanley Senior Funding, Inc. serves as administrative agent and U.S. Bank Trust Company, National Association services as collateral agent.
Advances may be used to finance the purchase or origination of loan assets, subject to certain concentration limitations, under the HLEND A Funding Facility and initially bear interest at a per annum rate equal to the Adjusted Term SOFR for USD advances and EURIBOR for Euro advances, then in effect plus the sum of i) an applicable spread of 2.10% per annum and (ii) a Term SOFR Adjustment of 0.15% per annum. The borrower will pay an unused fee of 0.50% per annum equal to the sum of the products for each day during such Remittance Period of (a) one divided by three hundred and sixty (360), (b) the applicable unused fee rate of 0.50% and (c) the positive difference, if any, of the Facility Amount of $600 million less the greater of (i) the daily average amount of the advances outstanding during such remittance period and (ii) the Minimum Utilization. The Minimum Utilization means on any day from the closing date to the 6 month anniversary of the closing date, 25% of the Facility Amount, (b) from the six month anniversary of the closing date until the end of the nine month anniversary of the closing date, 50% of the facility amount and (c) thereafter, 75% of the facility amount.

The initial principal amount of the HLEND A Funding Facility was $600 million. Proceeds from borrowings under the HLEND A Funding Facility may be used to fund portfolio investments by HLEND A and to make advances under revolving loans or delayed draw term loans where HLEND A is a lender. All amounts outstanding under the HLEND A Funding Facility must be repaid by February 3, 2027, unless the parties have entered into an extension agreement.
As of June 30, 2022, the Company was in compliance with all covenants and other requirements of the HLEND A Funding Facility.

Revolving Credit Facility
On June 23, 2022, the Company, as Borrower, entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the “Agreement”), with JPMorgan Chase Bank, N.A., as
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administrative agent and as collateral agent, the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD., Royal Bank of Canada, and Sumitomo Mitsui Banking Corporation, as joint bookrunners and joint lead arrangers.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies under the Revolving Credit Facility. Advances under the Revolving Credit Facility drawn in U.S. dollars will initially bear interest at a per annum rate equal to 0.75% or 0.875% plus an “alternate base rate” in the case of any ABR Loan and 1.75% or 1.875% plus the Adjusted Term SOFR Rate in the case of any other Loan, in each case, depending on the Company’s rate option election and borrowing base. Advances under the Revolving Credit Facility drawn in currencies other than U.S. dollars will initially bear interest at a per annum rate equal to 1.75% or 1.875%, in each case depending on the Company’s borrowing base, plus any applicable credit spread adjustment, plus certain local rates consistent with market standards. The Company will also pay a fee of 0.375% on average daily undrawn amounts under the Revolving Credit Facility.
The initial principal amount of the Revolving Credit Facility is $925 million subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $1,850 million subject to the satisfaction of certain conditions.
The Revolving Credit Facility is guaranteed by certain subsidiaries of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Agreement.
The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $200 million limit for swingline loans.
The availability period under the Revolving Credit Facility will terminate on June 23, 2026 (the “Commitment Termination Date”) and will mature on June 23, 2027 (the “Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
As of June 30, 2022, the Company was in compliance with all covenants and other requirements of the Revolving Credit Facility.

The Company’s outstanding debt obligations were as follows:
June 30, 2022
Aggregate
Principal
Committed		Outstanding
Principal		Carrying
Value
Unused
Portion (1)
Amount
Available (2)
HLEND A Funding Facility(3)
$600,000 $513,371 $513,371 $86,629 $83,988 
Revolving Credit Facility925,000 275,000 275,000 650,000 650,000 
Total$1,525,000 $788,371 $788,371 $736,629 $733,988 
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of June 30, 2022, the Company had outstanding borrowings denominated in Euros (EUR) of 8.3 million, in Australian Dollars (AUD) of 34.9 million, and in British Pounds (GBP) of 16.9 million.
As of June 30, 2022, $1.8 million of interest expense and $0.4 million of unused commitment fees were included in interest payable.     For the three months ended June 30, 2022, the weighted average interest rate on all borrowings outstanding was 4.51% (including unused fees and amortization of deferred financing costs, and excluding costs incurred in connection with Warehousing Transactions) and the average principal debt outstanding was $271.0 million. For the six months ended June 30, 2022, the weighted average interest rate on all borrowings outstanding was 5.25% (including unused fees and amortization of deferred financing costs) and the average principal debt outstanding was $206.9 million.
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The components of interest expense were as follows:
Three Months Ended
June 30, 2022		Six Month Ended
June 30, 2022
Borrowing interest expense$2,227 $3,040 
Facility unused fees534 890 
Amortization of financing costs288 444 
Financing fees (refer to Footnote 8)— 3,366 
Backstop fees (refer to Footnote 8)— 1,059 
Total interest expense$3,049 $8,799 
Cash paid for interest expense$2,052 $6,632 
Note 8. Commitments and Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2022, the Company had unfunded delayed draw term loans and revolvers in the aggregate principal amount of $719.5 million.

The Adviser agreed to bear all of the Company’s expenses, including organization and offering expenses, through February 3, 2022, the date on which the Company broke escrow for the initial offering of its common shares, on which date the Company became obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering and the Adviser requesting reimbursement of these expenses paid pursuant to the Expense Support and Conditional Reimbursement Agreement. For the three and six months ended June 30, 2022, there were no reimbursement payments made to the Adviser.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At June 30, 2022, management is not aware of any pending or threatened material litigation.
Warehousing Transactions

Beginning August 17, 2021, the Company entered into multiple sale and purchase agreements (the “Purchase Agreements”) with Macquarie US Trading LLC and Macquarie Bank Limited (together, the “Financing Provider”), whereby the Company agreed, subject to certain conditions, to purchase certain assets from unaffiliated parties. The transactions under the Purchase Agreements related primarily to newly originated, privately negotiated senior secured term loans to middle market companies consistent with the Company’s investment objective and strategies (the “Warehousing Transactions”). The Warehousing Transactions were designed to assist the Company with deploying capital upon receipt of subscription proceeds. Under the Purchase Agreements, the Company had forward obligations to settle the purchase of certain investments (the “Warehouse Investments”) from the Financing Provider, each of whom was obligated to settle the sale of such investments subject to the following conditions: (a) that the Company has received subscriptions of at least $300 million; and (b) that the Board of the Company has approved the purchase of the specific Warehouse Investments (collectively, the “Warehouse Conditions”).

Pursuant to the Purchase Agreements, the Company could request that the Financing Provider acquire such Warehouse Investments as the Company may designate from time to time, which a Financing Provider could approve or reject in its sole and absolute discretion. Prior to any sale to the Company, the Warehouse Investments were owned and held solely for the account of the relevant Financing Provider. Until such time as the Company satisfied the Warehouse Conditions, which occurred on February 3, 2022, it had no obligation to purchase the Warehouse Investments nor be entitled to any benefits or subject to any obligations under the Purchase Agreements. On such date, the Company recognized $656.3 million of investments at principal ($106.9 million of which was unfunded) from the Financing Provider. Since February 3, 2022, the Company has not entered into any Purchase Agreement with the Financing Provider. Until such time the Company enters into additional Purchaser Agreements, the Company will not incur any additional fees with respect to any Purchase
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Agreements. As of June 30, 2022, there are no forward obligations to settle the purchase of Portfolio Investments from the Financing Provider.

In consideration for the forward arrangement provided by the Financing Provider, the Company has agreed to pay, subject to the satisfaction of the Warehouse Conditions, certain fees and expenses to the Financing Provider, including a financing fee with respect to the portion of the purchase amount that is funded equivalent to 2.75% to 2.95% per annum. For the three and six months ended June 30, 2022, financing fees of $0.0 million and $3.4 million, respectively, were paid to the Financing Provider, which are included in interest expense on the Consolidated Statements of Operations.

The Company’s obligations to the Financing Provider under the Purchase Agreements were guaranteed by an affiliate of the Adviser. Beginning October 14, 2021 and December 10, 2021, certain of the Company’s obligations to the Financing Provider under the Purchase Agreements were guaranteed by two non-affiliated entities.

In consideration of the two non-affiliated guarantors entering into the guarantees, the Company paid a fee based on the Net Carry with respect to each transaction to the respective guarantor of each investment. “Net Carry” means, an amount equal to the sum of (a) the interest (paid and accrued and unpaid) less (b) the financing fee paid to the Financing Provider plus (c) the net realized gains/losses on each investment.

For the three and six months ended June 30, 2022, $0.0 million and $1.1 million, respectively, of fees (the “backstop fees”) were paid to the two non-affiliated guarantors, which are included in interest expense on the Consolidated Statements of Operations.
For the six months ended June 30, 2022, all of the income, expenses and mark-to-market gain/loss under all Purchase Agreements, in addition to other economic rights and obligations held by the Company, were recognized in the Company’s consolidated financial statements.
Note 9. Net Assets

In connection with its formation, the Company has the authority to issue an unlimited number of Class S, Class D, Class I and Class F common shares of beneficial interest at $0.01 per share par value. On July 23, 2021, the Adviser purchased 100 shares of the Company’s Class I common shares of beneficial interest at $25.00 per share.
As of February 3, 2022, the Company had satisfied the minimum offering requirement, and the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 20,437,880 shares (consisting of 1,268,000 Class D Shares, 7,074,280 Class I shares, and 12,095,600 Class F shares at an offering price of $25.00 per share), and the Escrow Agent released net proceeds of $510.9 million, of which $10.0 million was from an affiliate of the Adviser, to the Company as payment for such shares. Under the terms of the Company’s Declaration of Trust, all common shares have equal rights as to voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable.

The share classes have different ongoing distribution and/or shareholder servicing fees. Until the release of proceeds from escrow, the per share purchase price for common shares in the Offering was $25.00 per share. Thereafter, the purchase price per share for each class of common shares will equal the NAV per share, as of the effective date of the monthly share purchase date.

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The following table summarizes transactions in common shares of beneficial interest during the three months ended June 30, 2022:
SharesAmount
CLASS D
Subscriptions5,460,822 $136,150 
Distributions reinvested37,241 925 
Share repurchases— — 
Early repurchase deduction— 2 
Net increase (decrease)5,498,063 $137,077 
CLASS I
Subscriptions11,614,029 $289,853 
Distributions reinvested130,757 3,250 
Share repurchases— — 
Early repurchase deduction— 5 
Net increase (decrease)11,744,786 $293,108 
CLASS F
Subscriptions34,428,475 $856,747 
Distributions reinvested239,945 5,972 
Share repurchases(41,118)(1,000)
Early repurchase deduction— 13 
Net increase (decrease)34,627,302 $861,732 
Total net increase (decrease)51,870,151 $1,291,917 
The following table summarizes transactions in common shares of beneficial interest during the six months ended June 30, 2022:
SharesAmount
CLASS D
Subscriptions10,160,097 $253,975 
Distributions reinvested39,399 979 
Share repurchases— — 
Early repurchase deduction— 2 
Net increase (decrease)10,199,496 $254,956 
CLASS I
Subscriptions22,321,278 $557,897 
Distributions reinvested160,666 4,001 
Share repurchases— — 
Early repurchase deduction— 5 
Net increase (decrease)22,481,944 $561,903 
CLASS F
Subscriptions55,380,400 $1,381,431 
Distributions reinvested267,616 6,666 
Share repurchases(41,118)(1,000)
Early repurchase deduction— 13 
Net increase (decrease)55,606,898 $1,387,110 
Total net increase (decrease)88,288,338 $2,203,969 
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Net Asset Value per Share and Offering Price
The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class S, Class D Class I, and Class F common shares of beneficial interest during the six months ended June 30, 2022:
NAV Per Share
For the Months EndedClass SClass DClass I
Class F
February 28, 2022$— $25.10 $25.10 $25.10 
March 31, 2022$— $25.09 $25.09 $25.09 
April 30, 2022$— $24.94 $24.94 $24.94 
May 31, 2022$— $24.61 $24.61 $24.61 
June 30, 2022$— $24.32 $24.32 $24.32 
Distributions
The Board authorizes and declares monthly distribution amounts per share of Class S, Class D, Class I, and Class F common shares of beneficial interest payable monthly in arrears. The following table presents distributions that were declared during the six months ended June 30, 2022:
Class D
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $172 
March 30, 2022March 31, 2022April 29, 20220.14640 688 
April 29, 2022April 30, 2022May 31, 20220.14640 1,107 
May 31, 2022May 31, 2022June 30, 20220.14640 1,282 
June 29, 2022June 30, 2022July 29, 20220.14640 1,493 
Total$0.72102 $4,742 
Class I
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $958 
March 30, 2022March 31, 2022April 29, 20220.14640 1,572 
April 29, 2022April 30, 2022May 31, 20220.14640 2,524 
May 31, 2022May 31, 2022June 30, 20220.14640 2,942 
June 29, 2022June 30, 2022July 29, 20220.14640 3,291 
Total$0.72102 $11,287 
Class F
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $1,638 
March 30, 2022March 31, 2022April 29, 20220.14640 3,072 
April 29, 2022April 30, 2022May 31, 20220.14640 4,768 
May 31, 2022May 31, 2022June 30, 20220.14640 6,535 
June 29, 2022June 30, 2022July 29, 20220.14640 8,147 
Total$0.72102 $24,160 
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Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.
Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, borrowings, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.
Through June 30, 2022, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the six months ended June 30, 2022:
Class DClass IClass F
Source of Distribution
Per Share
AmountPer ShareAmount
Per Share
Amount
Net investment income$0.72100 $4,742 $0.72100 $11,287 $0.72100 $24,160 
Net realized gains— — — — — — 
Total$0.72100 $4,742 $0.72100 $11,287 $0.72100 $24,160 

Share Repurchase Program
At the discretion of the Board, the Company intends to commence a share repurchase program in which the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s common shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders across all shares.


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The following table summarizes the share repurchases completed during the six months ended June 30, 2022:
Repurchase Deadline Request
Percentage of Outstanding Shares the Company Offered to Repurchase(1)
Repurchase Pricing Date
Amount Repurchased (all classes)(2)
Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Purchased(1)
May 31, 20225.00 %June 30, 2022$1,000 41,118 0.11 %
(1)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.
(2)Amounts not inclusive of Early Repurchase Deduction.

Note 10. Financial Highlights
The following are the financial highlights for the six months ended June 30, 2022:
Six Months Ended June 30, 2022
Class D
Class I
Class F
Per Share Data:
Net asset value, beginning of period$25.00 $25.00 $25.00 
Net investment income (1)
0.79 0.83 0.82 
Net unrealized and realized gain (loss) (2)
(0.75)(0.79)(0.78)
Net increase (decrease) in net assets resulting from operations0.04 0.04 0.04 
Distributions from net investment income (3)
(0.72)(0.72)(0.72)
Distributions from net realized gains (3)
— — — 
Net increase (decrease) in net assets from shareholders' distributions(0.72)(0.72)(0.72)
Total increase (decrease) in net assets(0.68)(0.68)(0.68)
Net asset value, end of period$24.32 $24.32 $24.32 
Shares outstanding, end of period10,199,49622,482,04455,606,898
Total return based on NAV (4)
0.14 %0.14 %0.14 %
Ratios:
Ratio of net expenses to average net assets (5)
1.33 %1.93 %1.74 %
Ratio of net investment income to average net assets (5)
7.83 %8.25 %8.15 %
Portfolio turnover rate4.45 %4.45 %4.45 %
Supplemental Data:
Net assets, end of period$248,011 $546,682 $1,352,126 
Asset coverage ratio372.3 %372.3 %372.3 %
(1)The per share data was derived by using the weighted average shares outstanding during the period.
(2)The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.
(3)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 9).
(4)Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested in accordance with the Company's dividend reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.
(5)For the six months ended June 30, 2022, amounts are annualized except for non-recurring expenses. For the six months ended June 30, 2022, the ratio of total operating expenses to average net assets was 4.09%, 4.78% and 4.68% on Class D, Class I and Class F respectively, on an annualized basis, excluding the effect of expense support/(recoupment), distribution and shareholder servicing fees waiver, and management fee and income based incentive fee waivers by the Adviser which represented 2.76%, 2.85% and 2.94% on Class D, Class I and Class F, respectively, of average net assets.

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Note 11. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no additional subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in the consolidated financial statements as of June 30, 2022, except as discussed below.
The Company received $208.2 million of net proceeds relating to the issuance of Class D shares, Class I shares and Class F shares for subscriptions effective July 1, 2022.
On July 19, 2022, HLEND B, as borrower, and the Company, as servicer, entered into a senior secured revolving credit facility (the “HLEND B Facility”) with Bank of America, N.A., as administrative agent, U.S. Bank Trust Company, National Association, as collateral administrator, and U.S. Bank National Association, as collateral custodian. The initial maximum principal amount under the Agreement is $500 million, subject to availability under the borrowing base. Loans under the HLEND B Facility bear interest at a per annum rate equal to an applicable benchmark plus an applicable margin of 1.75% for broadly syndicated loan (“BSL”) assets and 2.30% for non-BSL assets, subject to a blended floor of 2.15%, plus a credit spread adjustment based on currency ranging from 0.00% to 0.15%.
On July 29, 2022, the Company’s Board declared distributions of $0.1464 per Class D share, $0.1464 per Class I share and $0.1464 per Class F share, all of which are payable on August 31, 2022 to shareholders of record as of July 31, 2022.
The Company received $398.1 million of net proceeds relating to the issuance of Class D shares, Class I shares and Class F shares for subscriptions effective August 1, 2022.




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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” This discussion contains forward-looking statements, which relate to future events, our future performance or financial condition and involves numerous risks and uncertainties. Actual results could differ materially from those implied or expressed in any forward-looking statements. Dollar amounts are in thousands, except per share data, percentages and as otherwise noted.
Overview and Investment Framework
We are a newly organized, externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. Formed as a Delaware statutory trust on December 23, 2020, we are externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as an investment adviser with the SEC. We also intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code.
Under our Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including, but not limited to, our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer and their respective staffs.
Our investment objective is to generate attractive risk adjusted returns, predominately in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. Our investment strategy focuses primarily on newly originated, privately negotiated senior credit investments in high-quality, established middle market and upper middle market companies and, in select situations, companies in special situations. We use the term middle market and upper middle market companies to generally mean companies with “EBITDA” between $50 million to $350 million annually at the time of investment. We may from time to time invest in smaller or larger companies if the opportunity presents attractive investment characteristics and risk adjusted returns. While our investment strategy primarily focuses on companies in the United States, we also intend to leverage HPS’s global presence to invest in companies in Europe, Australia and other locations outside the U.S., subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.” We will also include a smaller allocation to more liquid credit investments such as broadly syndicated loans and corporate bonds. We intend to use these investments to maintain liquidity for our share repurchase program and to manage cash while seeking attractive returns before investing subscription proceeds into originated loans. Prior to raising sufficient capital, the portfolio may display a greater percentage of assets within liquid credit opportunities than we otherwise would expect for a fully invested portfolio. We will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit and credit-related instruments issued by corporate issuers (including loans, notes, bonds and other corporate debt securities). If we change our 80% test, we will provide shareholders with at least 60 days’ prior notice of such change. Although not expected to be a primary component of our investment strategy, in select situations, we may also make certain opportunistic investments in instruments other than secured debt with a view to enhancing returns, such as mezzanine debt, payment-in-kind notes, convertible debt and other unsecured debt instruments, structured debt that is not secured by financial or other assets, debtor-in-possession financings and equity in loan portfolios or portfolios of receivables (“Opportunistic Investments”), in each case taking into account availability of leverage for such investments and our target risk/return profile.

Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other HPS funds. From time to time, we may co-invest with other HPS funds.

To seek to enhance our returns, we intend to employ leverage as market conditions permit and at the discretion of the Adviser, but in no event will leverage employed exceed the limitations set forth in the 1940 Act, which currently allows us to borrow up to a 2:1 debt to equity ratio. We intend to use leverage in the form of borrowings, including loans from certain financial institutions and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage, if incurred, would be expected to increase our total capital available for investment.

To finance investments, we may securitize certain of our secured loans or other investments, including through the formation of one or more CLOs, while retaining all or most of the exposure to the performance of these investments.
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Key Components of Our Results of Operations
Investments
We focus primarily on senior secured loans and securities of private U.S. companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
Revenues
We generate revenues in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue from various fees in the ordinary course of business such as in the form of structuring, consent, waiver, amendment, syndication and other miscellaneous fees. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.
Expenses
Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to:

• investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement;

•the Company’s allocable portion of compensation (including salaries, bonuses, and benefits), overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that performs duties for the Company; and (iii) any internal audit group personnel of HPS or any of its affiliates;

•all other expenses of the Company’s operations, administrations and transactions.

The Adviser has agreed to advance all of our organization and offering expenses on our behalf. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance all of our Other Operating Expenses (including organizational and offering expenses) to the effect that such expenses do not exceed 1.00% (on an annualized basis) of the Company’s NAV. We are obligated to reimburse the Adviser for such advanced expenses (including any additional expenses the Adviser elects to pays on our behalf), subject to certain conditions. See “—Expense Support and Conditional Reimbursement Agreement.” Any reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates.
From time to time, HPS (in its capacity as the Adviser and the Administrator) or their affiliates may pay third-party providers of goods or services. We will reimburse HPS or such affiliates thereof for any such amounts paid on our behalf. From time to time, HPS may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described above.
Expense Support and Conditional Reimbursement Agreement
We have entered into an Expense Support Agreement with the Adviser. For additional information see “Note 3. Fees, Expenses, Agreements and Related Party Transactions.” to the consolidated financial statements.
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Portfolio and Investment Activity
Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):

As of and for the three months ended
June 30, 2022
Total investments, beginning of period$1,274,126 
New investments purchased1,879,082 
Net accretion of discount on investments2,057 
Net realized gain (loss) on investments61 
Investments sold or repaid(58,062)
Total investments, end of period$3,097,264 
The following table presents certain selected information regarding our investment portfolio:
June 30, 2022
Weighted average yield on debt and income producing investments, at amortized cost(1)
7.4%
Weighted average yield on debt and income producing investments, at fair value(1)
7.6%
Number of portfolio companies159
Weighted average EBITDA(2)
$147
Weighted average loan-to-value (“LTV”) (3)
43%
Percentage of debt investments bearing a floating rate, at fair value96.2%
Percentage of debt investments bearing a fixed rate, at fair value3.8%
(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or amortized cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
(2)Includes all private debt investments for which fair value is determined by our Board in conjunction with a third-party valuation firm and excludes investments where net debt to EBITDA may not be the appropriate measure of credit risk. Figures are derived from the financial statements most recently obtained by the Adviser. Weighted average EBITDA is weighted based on the fair value of our total applicable private debt investments.
(3)Includes all private debt investments for which fair value is determined by our Board in conjunction with a third-party valuation firm. Figures are derived from the financial statements most recently obtained by the Adviser. LTV is calculated as net debt through each respective loan tranche divided by estimated enterprise value or value of the underlying collateral of the portfolio company. Weighted average LTV is weighted based on the fair value of the total applicable private debt investments.

Our investments consisted of the following:
June 30, 2022
Amortized CostFair Value% of Total
Investments at
Fair Value
First lien debt$2,955,342 $2,890,350 95.51 %
Second lien debt36,867 34,789 1.15 
Unsecured debt87,285 83,251 2.75 
Structured finance investments17,703 17,807 0.59 
Equity investments67 67 — 
Total$3,097,264 $3,026,264 100.00 %
As of June 30, 2022, there were no investments on non-accrual status.




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The table below describes investments by industry composition based on fair value:

June 30, 2022
Software and Computer Services22.01 %
Consumer Services10.86 
Non-life Insurance9.24 
Health Care Providers9.03 
Medical Equipment and Services6.52 
Media5.96 
Industrial Support Services5.62 
Travel and Leisure4.55 
Automobiles and Parts4.36 
General Industrials3.20 
Telecommunications Service Providers2.40 
Personal Goods2.37 
Personal Care, Drug and Grocery Stores1.91 
Industrial Transportation1.69 
Finance and Credit Services1.51 
Real Estate Investment and Services1.48 
Pharmaceuticals and Biotechnology1.41 
Industrial Engineering1.13 
Retailers0.66 
Aerospace and Defense0.66 
Household Goods and Home Construction0.63 
Structured Finance 0.59 
Investment Banking and Brokerage Services0.47 
Technology Hardware and Equipment0.36 
Leisure Goods0.35 
Mortgage Real Estate Investment Trusts0.30 
Chemicals0.22 
Life Insurance0.19 
Telecommunications Equipment0.15 
Industrial Metals and Mining0.10 
Construction and Materials0.04 
Electricity0.03 
Total100.00 %

The table below describes investments by geographic composition:

June 30, 2022
Australia4.68 %
Canada0.12 
Italy1.39 
Spain1.01 
United Kingdom4.23 
United States88.57 
Total100.00 %
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Our Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which include, but are not limited to, the following:
•assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;
•periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
•comparisons to our other portfolio companies in the industry, if any;
•attendance at and participation in board meetings or presentations by portfolio companies; and
•review of monthly and quarterly financial statements and financial projections of portfolio companies.
Results of Operations
The following table represents our operating results:
Three Months Ended
June 30, 2022		Six Months Ended
June 30, 2022
Total investment income$37,750 $55,919 
Net expenses4,097 9,884 
Net investment income33,653 46,035 
Net realized gain (loss)3,132 3,433 
Net change in unrealized appreciation (depreciation)(63,380)(66,432)
   Net increase (decrease) in net assets resulting from operations$(26,595)$(16,964)
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.
Investment Income
Investment income, was as follows:
Three Months Ended
June 30, 2022		Six Months Ended
June 30, 2022
Interest income$36,341 $53,779 
Payment-in-kind interest income1,024 1,641 
Other income385 499 
Total investment income$37,750 $55,919 
For the three and six months ended June 30, 2022, total investment income was $37.8 million and $55.9 million, respectively, driven by our deployment of capital and income earned on the investments funded by the Financing Provider under the Warehousing Transactions. The size of our investment portfolio at fair value was $3,026.3 million and our weighted average yield on debt and income producing securities at fair value was 7.6%.
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Expenses
Expenses were as follows:
Three Months Ended
June 30, 2022		Six Months Ended
June 30, 2022
Interest expense$3,049 $8,799 
Management fees5,656 7,081 
Income based incentive fee3,319 4,335 
Distribution and shareholder servicing fees
Class D137 168 
Class F1,370 1,701 
Professional fees578 990 
Board of Trustees’ fees125 263 
Administrative service expenses539 753 
Other general & administrative702 1,253 
Amortization of offering costs547 900 
Total expenses16,022 26,243 
Expense support(1,443)(4,270)
Reimbursable expenses previously borne by Adviser— 1,196 
Distribution and shareholder servicing fees waived(1,507)(1,869)
Management fees waived(5,656)(7,081)
Incentive fees waived(3,319)(4,335)
Net expenses$4,097 $9,884 
Interest Expense
Total interest expense (including unused fees and amortization of deferred financing costs) of $3.0 million for the three months ended June 30, 2022 was driven by $271.0 million of average borrowings under our credit facility.
Total interest expense (including unused fees, amortization of deferred financing costs, financing fees and backstop fees) of $8.8 million for the six months ended June 30, 2022 was driven by $206.9 of average borrowings under our credit facility and expenses incurred related to the investments funded by the Financing Provider under the Warehousing Transactions.
Management Fees
For the three and six months ended June 30, 2022, management fees were $5.7 million and $7.1 million, respectively. Management fees are payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. The Adviser has agreed to waive the management fee from the date on which the Company broke escrow for the Offering through November 3, 2022, which resulted in waivers of $5.7 million and $7.1 million for the three and six months ended June 30, 2022.
Income Based Incentive Fees
For the three and six months ended June 30, 2022, income based incentive fees were $3.3 million and $4.3 million, respectively. The Adviser has agreed to waive the income based incentive fee from the date on which the Company broke escrow for the Offering through November 3, 2022, which resulted in waivers of 3.3 million and $4.3 million for the three and six months ended June 30, 2022.
Capital Gains Incentive Fees
For the three and six months ended June 30, 2022, there were no accrued capital gains incentive fees as there were cumulative net realized and unrealized losses since inception. The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.
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Other Expenses
Organization costs and offering costs include expenses incurred in our initial formation and our continuous offering. Professional fees include legal, audit, tax, valuation, other professional fees incurred related to the management of the Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Other general and administrative expenses include insurance, filing, research, our sub-administrator, subscriptions and other costs.
Total other expenses were $4.0 million for the three months ended June 30, 2022, primarily comprised of $0.7 million of general and administrative expenses (including fees paid to our sub-administrator and transfer agent), $0.6 million of professional fees (including legal, audit and tax), $0.5 million of offering costs, and $1.5 million of distribution and shareholder servicing fees paid by Class D and Class F investors.
Total other expenses were $6.0 million for the six months ended June 30, 2022, primarily comprised of $1.3 million of general and administrative expenses (including fees paid to our sub-administrator and transfer agent), $1.0 million of professional fees (including legal, audit and tax), $0.9 million of offering costs, and $1.9 million of distribution and shareholder servicing fees paid by Class D and Class F investors.
Under the terms of the Administration Agreement and Investment Management Agreement, we reimburse the Administrator and Adviser, respectively, for services performed for us. In addition, pursuant to the terms of these agreements, the Administrator and Adviser may delegate its obligations under these agreements to an affiliate or to a third party and we reimburse the Administrator and Adviser for any services performed for us by such affiliate or third party. For the three and six months ended June 30, 2022, the Administrator charged $0.5 million and $0.8 million, respectively, for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

We entered into an Expense Support Agreement with the Adviser. For additional information see “Note 3. Fees, Expenses, Agreements and Related Party Transactions” to the consolidated financial statements.
Income Taxes, Including Excise Taxes
We intend to elect to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.
For the three and six months ended June 30, 2022, we incurred no U.S. federal excise tax.

Net Changed in Unrealized Gain (Loss)

Net change in unrealized gain (loss) was comprised of the following:
Three Months Ended
June 30, 2022		Six Months Ended
June 30, 2022
Non-controlled/non-affiliated investments$(67,845)$(71,001)
Foreign currency forward contracts29 47 
Translation of assets and liabilities in foreign currencies4,436 4,522 
Net change in unrealized appreciation (depreciation)$(63,380)$(66,432)
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For the three and six months ended June 30, 2022, the fair value of our debt investments decreased due to spread widening in both the public and, to a lesser extent, private credit markets.
Net Realized Gain (Loss)
The realized gains and losses were comprised of the following:
Three Months Ended
June 30, 2022		Six Months Ended
June 30, 2022
Non-controlled/non-affiliated investments$61 $78 
Foreign currency forward contracts82 82 
Foreign currency transactions2,989 3,273 
Net realized gain (loss)$3,132 $3,433 
For the three and six months ended June 30, 2022, we generated realized gains of $3.1 million and $3.4 million, respectively, which was primarily comprised of net realized gains on foreign currency transactions.
Financial Condition, Liquidity and Capital Resources
We generate cash primarily from the net proceeds of our continuous offering of common shares, proceeds from net borrowings on our credit facilities, income earned and repayments on principal on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating and purchasing debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings, (iv) funding repurchases under our share repurchase program and (v) cash distributions to our shareholders.
As of June 30, 2022, we had one asset based leverage facility and one corporate-level revolving credit facility. Additionally, on July 19, 2022, we closed a $500 million asset based leverage facility. From time to time, we may enter into additional credit facilities, increase the size of our existing credit facilities and/or issue debt securities, including unsecured notes. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of June 30, 2022, we had an aggregate amount of $788.4 million of debt outstanding and our asset coverage ratio was 372.31%. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.
Cash and cash equivalents as of June 30, 2022, taken together with our $736.6 million of available capacity under our credit facilities (subject to borrowing base availability) and the continuous offering of our common shares is expected to be sufficient for our investing activities and to conduct our operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of our common shares and the use of existing and future financing arrangements. As of June 30, 2022, we had significant amounts payable and commitments for existing and new investments, which we planned to fund using proceeds from offering our common shares and available borrowing capacity under our credit facility. Additionally, we held $862.7 million of Level 2 investments as of June 30, 2022, which could provide additional liquidity if necessary.
Although we were able to close on credit facilities during the six months ended June 30, 2022, any disruption in the financial markets or any other negative economic development could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we could have obtained in the past. These factors may limit our ability to make new investments and adversely impact our results of operations.
As of June 30, 2022, we had $162.7 million in cash and cash equivalents. During the six months ended June 30, 2022, cash used in operating activities was $2,788.2 million, primarily as a result of funding portfolio investments of $3,165.4 million, partially offset by an increase in unsettled payables of $271.6 million and proceeds from sale of investments and principal repayments of $72.6 million. Cash provided by financing activities was $2,950.9 million during the period, primarily as a result of new share issuances related to $2,193.3 million of subscriptions and net borrowings of $788.4 million.
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Equity
The following table summarizes transactions in common shares of beneficial interest during the three months ended June 30, 2022:
SharesAmount
CLASS D
Subscriptions5,460,822 $136,150 
Distributions reinvested37,241 925 
Share repurchases— — 
Early repurchase deduction— 2 
Net increase (decrease)5,498,063 $137,077 
CLASS I
Subscriptions11,614,029 $289,853 
Distributions reinvested130,757 3,250 
Share repurchases— — 
Early repurchase deduction— 5 
Net increase (decrease)11,744,786 $293,108 
CLASS F
Subscriptions34,428,475 $856,747 
Distributions reinvested239,945 5,972 
Share repurchases(41,118)(1,000)
Early repurchase deduction— 13 
Net increase (decrease)34,627,302 $861,732 
Total net increase (decrease)51,870,151 $1,291,917 

The following table summarizes transactions in common shares of beneficial interest during the six months ended June 30, 2022:
SharesAmount
CLASS D
Subscriptions10,160,097 $253,975 
Distributions reinvested39,399 979 
Share repurchases— — 
Early repurchase deduction— 2 
Net increase (decrease)10,199,496 $254,956 
CLASS I
Subscriptions22,321,278 $557,897 
Distributions reinvested160,666 4,001 
Share repurchases— — 
Early repurchase deduction— 5 
Net increase (decrease)22,481,944 $561,903 
CLASS F
Subscriptions55,380,400 $1,381,431 
Distributions reinvested267,616 6,666 
Share repurchases(41,118)(1,000)
Early repurchase deduction— 13 
Net increase (decrease)55,606,898 $1,387,110 
Total net increase (decrease)88,288,338 $2,203,969 
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Distributions and Dividend Reinvestment
The following table summarizes our distributions declared and payable for the six months ended June 30, 2022:
Class D
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $172 
March 30, 2022March 31, 2022April 29, 20220.14640 688 
April 29, 2022April 30, 2022May 31, 20220.14640 1,107 
May 31, 2022May 31, 2022June 30, 20220.14640 1,282 
June 29, 2022June 30, 2022July 29, 20220.14640 1,493 
Total$0.72102 $4,742 
Class I
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $958 
March 30, 2022March 31, 2022April 29, 20220.14640 1,572 
April 29, 2022April 30, 2022May 31, 20220.14640 2,524 
May 31, 2022May 31, 2022June 30, 20220.14640 2,942 
June 29, 2022June 30, 2022July 29, 20220.14640 3,291 
Total$0.72102 $11,287 
Class F
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $1,638 
March 30, 2022March 31, 2022April 29, 20220.14640 3,072 
April 29, 2022April 30, 2022May 31, 20220.14640 4,768 
May 31, 2022May 31, 2022June 30, 20220.14640 6,535 
June 29, 2022June 30, 2022July 29, 20220.14640 8,147 
Total$0.72102 $24,160 
With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that we declared on our shares of common stock during the six months ended June 30, 2022:
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Class DClass IClass F
Source of DistributionPer ShareAmountPer ShareAmountPer ShareAmount
Net investment income$0.72100 $4,742 $0.72100 $11,287 $0.72100 $24,160 
Net realized gains— — — — — — 
Total$0.72100 $4,742 $0.72100 $11,287 $0.72100 $24,160 
Share Repurchase Program
At the discretion of the Board, we have commenced a share repurchase program in which we may repurchase, in each quarter, up to 5% of the NAV of our common shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase plan, to the extent we offer to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by us for the benefit of remaining shareholders.
The following table further summarizes the share repurchases completed during the six months ended June 30, 2022:
Repurchase Deadline Request
Percentage of Outstanding Shares the Company Offered to Repurchase(1)
Repurchase Pricing Date
Amount Repurchased (all classes)(2)
Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares(1)
May 31, 20225.00 %June 30, 2022$1,000 41,118 0.11 %
(1)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.
(2)Amounts not inclusive of Early Repurchase Deduction.
Borrowings
Our outstanding debt obligations were as follows:
June 30, 2022
Aggregate
Principal
Committed		Outstanding
Principal		Carrying
Value
Unused
Portion (1)
Amount
Available (2)
HLEND A Funding Facility(3)
$600,000 $513,371 $513,371 $86,629 $83,988 
Revolving Credit Facility925,000 275,000 275,000 650,000 650,000 
Total$1,525,000 $788,371 $788,371 $736,629 $733,988 

(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of June 30, 2022, the Company had outstanding borrowings denominated in Euros (EUR) of 8.3 million, in Australian Dollars (AUD ) of 34.9 million, and in British Pounds (GBP) of 16.9 million.
For additional information on our debt obligations see "Note 7. Borrowings” to the consolidated financial statements.
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Off-Balance Sheet Arrangements
Portfolio Company Commitments
Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2022, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $719.5 million.
Warehousing Transactions
We entered into a warehouse transaction whereby we agreed, subject to certain conditions, to purchase certain assets from a party unaffiliated with the Adviser. Such warehousing transaction was designed to assist us in deploying capital upon receipt of subscriptions. The portfolio investments primarily consisted of newly originated, privately negotiated senior secured term loans to middle market companies consistent with the Company’s investment strategy. For additional information, see “Note 8. Commitment and Contingencies” to the consolidated financial statements.
Other Commitments and Contingencies
From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At June 30, 2022, management is not aware of any pending or threatened litigation.
Related-Party Transactions
We entered into a number of business relationships with affiliated or related parties, including the following:
•the Advisory Agreement;
•the Administration Agreement; and
•Expense Support and Conditional Reimbursement Agreement;
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. For additional information, see “Note 3. Fees. Expenses, Agreements and Related Party Transactions” to the consolidated financial statements.
Performance
The year-to-date (“YTD”) total return based on NAV for each of our share classes are as follows:
Inception Date
YTD Return (1)
Class S (2)
— — 
Class DFebruary 3, 20220.14 %
Class IFebruary 3, 20220.14 %
Class FFebruary 3, 20220.14 %
(1)Performance is through June 30, 2022 and assumes distributions are reinvested pursuant to the our dividend reinvestment plan. Amounts are not annualized and include the impact of expense support and waivers, as applicable.
(2)Class S has not commenced operations as of June 30, 2022.
Recent Developments
On July 19, 2022, HLEND B, as borrower, and the Company, as servicer, entered into a senior secured revolving credit facility (the “HLEND B Facility”) with Bank of America, N.A., as administrative agent, U.S. Bank Trust Company, National Association, as collateral administrator, and U.S. Bank National Association, as collateral custodian. The initial maximum principal amount under the Agreement is $500 million, subject to availability under the borrowing base. Loans under the HLEND B Facility bear interest at a per annum rate equal to an applicable benchmark plus an applicable margin of 1.75% for broadly syndicated loan (“BSL”) assets and 2.30% for non-BSL assets, subject to a blended floor of 2.15%, plus a credit spread adjustment based on currency ranging from 0.00% to 0.15%.

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Critical Accounting Estimates
The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ.
Investments and Fair Value Measurements
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurement, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.
Investments that are listed or traded on an exchange and are freely transferrable are valued at either the closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) on the principal exchange on which the investment is listed or traded. Investments for which other market quotations are readily available will typically be valued at those market quotations. To validate market quotations, the Company will utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Where it is possible to obtain reliable, independent market quotations from a third party vendor, the Company will use these quotations to determine the value of its investments. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. The Adviser obtains these market quotations from independent pricing services, if available; otherwise from one or more broker quotes. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment.
Where prices or inputs are not available or, in the judgment of the Adviser, not reliable, valuation approaches based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available, as will be the case for a substantial portion of the Company’s investments, are valued at fair value as determined in good faith pursuant to procedures adopted by, and under the oversight of the Board, based on, among other things, the input of the Adviser, the Audit Committee of the Board (the “Audit Committee”) and independent valuation firms engaged at the direction of the Board to review the Company’s investments. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.
With respect to the quarterly valuation of investments, the Company undertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:
•The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in consultation with the Adviser’s investment professionals responsible for each portfolio investment;
•In addition, independent valuation firms engaged by the Board prepare quarter-end valuations of each such investment that was (i) originated or purchased prior to the first calendar day of the quarter and (ii) is not a de minimis investment, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Board and the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;
•The Adviser’s valuation committee (the “Valuation Committee”) reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable; 
•The Adviser’s Valuation Committee makes valuation recommendations to the Audit Committee;
•The Audit Committee reviews the valuation recommendations made by the Adviser’s Valuation Committee, including the independent valuation firms’ quarterly valuations, and once approved, recommends them for approval by the Board; and
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•The Board reviews the valuation recommendations of the Audit Committee and determines the fair value of each investment in the portfolio in good faith based on the input of the Audit Committee, the Adviser’s Valuation Committee and, where applicable, the independent valuation firms or other external service providers.

As part of the valuation process, the Company will take into account relevant factors in determining the fair value of our investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i) the estimated enterprise value of a portfolio company, generally based on an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, and (v) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Board or its delegates will consider whether the pricing indicated by the external event corroborates its valuation.
The Board has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Board may reasonably rely on that assistance. However, the Board is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and a consistently applied valuation process.
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
•Level 1: Inputs to the valuation methodology that reflect unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.
•Level 2:  Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date.
•Level 3:  Inputs to the valuation methodology are unobservable and significant to overall fair value measurement.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. 
The Company’s accounting policy on the fair value of our investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company’s consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations, on the consolidated financial statements.
Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We are evaluating the impact of adopting Rule 2a-5 on the consolidated financial statements and intend to comply with the requirements of Rule 2a-5 on or before the compliance date in September 2022.
See “Note 5. Fair Value Measurements” to the consolidated financial statements for more information on the fair value of the Company’s investments.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including valuation risk and interest rate risk.
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Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of June 30, 2022, 96.2% of our debt investments at fair value were at floating rates. Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2022, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base rate floors and ceilings for floating rate instruments) and assuming no changes in our investment and borrowing structure:
Interest IncomeInterest ExpenseNet Income
Up 300 basis points$90,704 $(23,651)$67,053 
Up 200 basis points60,469 (15,767)44,702 
Up 100 basis points30,235 (7,884)22,351 
Down 100 basis points(30,223)7,884 (22,339)
Down 200 basis points(47,900)15,767 (32,133)
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
(b) Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors.

In addition to the other information set forth in this report and the risk factors set forth below, you should carefully consider the risk factors disclosed in our registration statement on Form N-2, filed with the SEC on October 15, 2021, as amended on January 26, 2022.

Investing in large private U.S. borrowers may limit our ability to achieve high growth rates during times of economic expansion.
Investing in originated assets made to large private U.S. borrowers may result in our underperforming other segments of the market, particularly during times of economic expansion, because large private U.S. borrowers may be less responsive to competitive challenges and opportunities in the financial markets. As a result, our value may not rise at the same rate, if at all, as other funds that invest in smaller market capitalization companies that are more capable of responding to economic and industrial changes.
We face risks associated with the deployment of our capital.
In light of the nature of our continuous offering as well as ongoing and periodic private offerings in relation to our investment strategy and the need to be able to deploy potentially large amounts of capital quickly to capitalize on potential investment opportunities, if we have difficulty identifying investments on attractive terms, there could be a delay between the time we receive net proceeds from the sale of shares of our Common Shares in this offering or any private offering and the time we invest the net proceeds. Our proportion of privately-negotiated investments may be lower than expected. We may also from time to time hold cash pending deployment into investments or have less than our targeted leverage, which cash or shortfall in target leverage may at times be significant, particularly at times when we are receiving high amounts of offering proceeds and/or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our shareholders that may be invested in money market accounts or other similar temporary investments.
In the event we are unable to find suitable investments such cash may be maintained for longer periods which would be dilutive to overall investment returns. This could cause a substantial delay in the time it takes for your investment to realize its full potential return and could adversely affect our ability to pay regular distributions of cash flow from operations to you. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of sales of our Common Shares or do not deploy sufficient capital to meet our targeted leverage, our results of operations and financial condition may be adversely affected.
Transactions denominated in foreign currencies subject us to foreign currency risks.
We hold assets and have made borrowings denominated in foreign currencies including British Pounds Sterling, Euros and Australian Dollars, and may acquire assets or make borrowings denominated in other foreign currencies, which exposes us to foreign currency risk. As a result, a change in foreign currency exchange rates may have an adverse impact on the valuation of our assets or liabilities, as well as our income and cash flows. As a result of foreign currency fluctuations, the value of our liabilities and expenses may increase or the value of our assets and income may decrease due to factors outside of our control, which can have a negative effect on our net asset value and cash available for distribution. Any such changes in foreign currency exchange rates may impact the measurement of such assets or liabilities for purposes of maintaining RIC tax treatment or the requirements under the 1940 Act. We may seek to hedge against currency exchange rate fluctuations by using financial instruments such as futures, options, swaps and forward contracts, subject to the requirements of the 1940 Act, but there is no guarantee such efforts will be successful and such hedging strategies create additional costs.

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The Company is currently operating in a period of capital markets disruption, significant volatility and economic uncertainty.

The global capital markets are experiencing a period of disruption and instability resulting in increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities, lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the re-pricing of credit risk in the broadly syndicated market. Highly disruptive market conditions have resulted in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of such market conditions cannot be accurately forecasted. Extreme uncertainty regarding economic markets is resulting in declines in the market values of potential investments and declines in the market values of investments after they are made or acquired by the Company and affecting the potential for liquidity events involving such investments or portfolio companies. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments the Company has made, and the risk of being unable to fund such commitments is heightened during such periods. Applicable accounting standards require the Company to determine the fair value of its investments as the amount that would be received in an orderly transaction between market participants at the measurement date. While most of the Company’s investments are not publicly traded, as part of the Company’s valuation process the Company considers a number of measures, including comparison to publicly traded securities. As a result, volatility in the public capital markets can adversely affect the Company’s investment valuations.

Various social and political tensions around the world may contribute to increased market volatility, may have long-term effects on the worldwide financial markets and may cause further economic uncertainties worldwide. In particular, the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains may impact portfolio companies. Because Russia is a major exporter of oil and natural gas, the invasion and related sanctions have reduced the supply, and increased the price, of energy, which is accelerating inflation and may exacerbate ongoing supply chain issues. There is also the risk of retaliatory actions by Russia against countries which have enacted sanctions, including cyberattacks against financial and governmental institutions, which could result in business disruptions and further economic turbulence. Such consequences also may increase the Company’s funding cost or limit its access to the capital markets.

A prolonged period of market illiquidity may cause the Company to reduce the volume of loans and debt securities originated and/or fund and adversely affect the value of the Company’s portfolio investments, which could have a material and adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable pass any increases in their costs along to their customers, it could adversely affect their results and their ability to impacting their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

The COVID-19 pandemic has caused severe disruptions in the U.S. economy and has disrupted financial activity in the areas in which we or our portfolio companies operate.

Throughout much of 2020 and 2021, the COVID-19 pandemic delivered a shock to the global economy. The extent to which the COVID-19 pandemic will continue to affect our business, financial condition, liquidity, our portfolio companies’ results of operations, including as a result of supply chain disruptions and decreased consumer demand, and by extension our operating results will depend on future developments, such as the speed and extent of further vaccine distribution and the impact of the Delta and Omicron variants or other variants that might arise, which are highly uncertain and cannot be predicted.

As COVID-19 continues to spread, the potential impacts, including a global, regional, or other economic recession, remain uncertain and difficult to assess. The extent of the impact of the COVID-19 pandemic on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on our future net investment income, the fair value of our portfolio investments and our financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Share Repurchases
We have commenced a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. Our Board of Trustees may amend or
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suspend the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV.
During the six months ended June 30, 2022, approximately 41,118 shares were repurchased (total value of $1.0 million).
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
Exhibit
Number		Description of Exhibits
*Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HPS Corporate Lending Fund
August 12, 2022
/s/ Michael Patterson
Michael Patterson
Chief Executive Officer
August 12, 2022
/s/ Robert Busch
Robert Busch
Chief Financial Officer
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