Securities registered pursuant to Section 12(b) of the Act:

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( General Instruction A.2. below):

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

Emerging growth company  ☒

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.  ☐

 

 

 

The Fund intends to use the net proceeds from this issuance for general corporate purposes of the Fund and its subsidiaries.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants, such as information reporting, maintenance of the Fund’s status as a business development company within the meaning of the Investment Company Act of 1940, as amended, a minimum consolidated net worth test and a minimum asset coverage ratio. The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Fund or subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy.

The Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “”). The Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

In connection with the pricing of Tranche A Notes and the Tranche B Notes, on August 18, 2023 the Fund entered into interest rate swaps to more closely align the interest rates of the Fund’s liabilities with the Fund’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Tranche A Notes, the Fund receives a fixed interest rate of 8.67% per annum and pays a floating interest rate of Term SOFR plus 4.3055% per annum on $75 million of the Tranche A Notes. Under the interest rate swap agreement related to the Tranche B Notes, the Fund receives a fixed interest rate of 8.80% per annum and pays a floating interest rate of Term SOFR plus 4.5365% per annum on $250 million of the Tranche B Notes. The Fund designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The description above is only a summary of the material provisions of the First Supplement and is qualified in its entirety by reference to the copy of the First Supplement which is filed as Exhibit 10.1 to this current report on is incorporated herein by reference thereto.

 

The information included under Item 1.01 above regarding the First Supplement and the Note Purchase Agreement is incorporated by reference into this Item 2.03.

 

(d)    Exhibits

 

 

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