Subsequent Events |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subsequent Events | 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 March 31, 2024, except as discussed below.
Subscriptions
The Company received $243.5 million of net proceeds relating to the issuance of Class I shares, Class D shares, Class F and Class S shares for subscriptions effective April 1, 2024.
The Company received $255.6 million of net proceeds relating to the issuance of Class I shares, Class D shares, Class F and Class S shares for subscriptions effective May 1, 2024.
Distributions Declarations
On April 25, 2024, the Company’s Board declared net distributions of $0.1600 per Class I share, $0.1548 per Class D share, $0.1496 per Class F share, and $0.1423 per Class S share, all of which are payable on or about May 31, 2024 to shareholders of record as of April 30, 2024. Additionally, the Company’s Board declared variable supplemental distributions of $0.0550 for all share classes outstanding, all of which are payable on or about May 31, 2024 to shareholders of record as of April 30, 2024.
Managing Dealer
On April 11, 2024, the Company entered into a managing dealer agreement (the “Managing Dealer Agreement”) with HPS Securities, LLC, as the Company’s managing dealer (“HPS Securities”). Pursuant to the Managing Dealer Agreement, HPS Securities, among other things, manages the Company’s relationships with third-party brokers engaged by HPS Securities to participate in the distribution of the Company’s common shares (“participating brokers”) and financial advisors. HPS Securities also coordinates the Company’s marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the offering, the Company’s investment strategies, material aspects of the Company’s operations and subscription procedures. As set forth in and pursuant to the Managing Dealer Agreement, the Company will pay HPS Securities only shareholder servicing and/or distribution fees with respect to Class S shares, Class D and Class F shares. The Company will not pay any other fees to the Managing Dealer. The Managing Dealer Agreement may be terminated by the Company or HPS Securities (i) on 60 days’ written notice or (ii) immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision thereof. The Managing Dealer Agreement also may be terminated at any time without the payment of any penalty, (x) by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the Investment Company Act of 1940, as amended, 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 (y) by a majority vote of the outstanding voting securities of the Company, on not more than 60 days’ written notice to HPS Securities or the Company’s investment adviser.
In addition, and in connection with the transition to HPS Securities as the Company’s managing dealer as discussed above, the Company provided notice for the termination of the managing dealer agreement dated as of August 3, 2021 by and between the Company and Emerson Equity LLC, which termination shall be effective as of April 11, 2024.
Debt Securitization
On April 18, 2024, the Company, through HLEND CLO 2024-2, LLC (the “Issuer”), a limited liability company formed under the laws of the State of Delaware and a wholly-owned indirect subsidiary of the Company, priced its $526.0 million term debt securitization (the “CLO Transaction”). The CLO Transaction is expected to close on or about May 23, 2024 (the “Closing”). The HLEND 2024-2 Secured Notes (as defined below) to be issued by the Issuer in the CLO Transaction will be secured by a portfolio of collateral obligations consisting primarily of middle market loans and participation interests therein.
The CLO Transaction is expected to be executed through (i) a private placement of Class A-1 Senior Secured Floating Rate Notes, Class A-2 Senior Secured Floating Rate Notes, Class A-F Senior Secured Fixed Rate Notes, Class B-1 Senior Secured Floating Rate Notes, Class B-2 Senior Secured Floating Rate Notes, Class B-F Senior Secured Fixed Rate Notes, Class C-1 Secured Deferrable Floating Rate Notes, Class C-2 Secured Deferrable Floating Rate Notes, and Class C-F Secured Deferrable Fixed Rate Notes (collectively, the “HLEND 2024-2 Secured Notes”), and (ii) a purchase by the Depositor (as defined below) of the subordinated notes issued by the Issuer (the “Subordinated Notes” and, together with the HLEND 2024-2 Secured Notes, the “HLEND 2024-2 Notes”), the terms of which are summarized in the table below:
*Initial ratings expected to be issued by S&P Global Ratings at the Closing.
The Company, through HLEND CLO 2024-2 Investments, LLC (the “Depositor”), a limited liability company formed under the laws of the State of Delaware and a wholly-owned direct subsidiary of the Company, is expected to acquire 100% of the Subordinated Notes at the Closing and will be required to retain the Subordinated Notes in accordance with the U.S. Risk Retention Rules and the EU/UK Securitization Regulations at and after the Closing. The Subordinated Notes will not bear interest. The Company expects that the HLEND 2024-2 Notes will mature on April 20, 2034, unless otherwise redeemed earlier in accordance with the terms of the indenture governing the HLEND 2024-2 Notes, to be executed on the Closing (the “Indenture”). All capitalized terms used but not defined herein have the meaning given to such terms in the Indenture. The HLEND 2024-2 Secured Notes will be the secured obligations of the Issuer, and the Indenture will include customary covenants and events of default. The HLEND 2024-2 Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from registration.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||