UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

 

HPS CORPORATE LENDING FUND

(Exact name of Registrant as specified in Its Charter)

 

 

 

Registrant’s telephone number, including area code: (212) 287-6767

Not Applicable

(Former name or former address, if changed since last report)

 

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

 

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. ☐

 

 

 

On August 12, 2025 (the “Closing Date”), HPS Corporate Lending Fund (the “Fund”) completed its $1.25 billion term debt securitization (the Debt Securitization”), also known as a collateralized loan obligation transaction, in connection with which a subsidiary of the Fund issued the Debt (as defined below). The Debt Securitization is subject to the Fund’s overall asset coverage requirement.

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

 

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

The Debt Securitization is backed by a diversified portfolio of middle-market commercial loans and participation interests therein, which is managed by the Fund as collateral manager (the “Collateral Manager”) pursuant to a collateral management agreement entered into with the Issuer on the Closing Date (the “Collateral Management Agreement”). The Collateral Manager has agreed to irrevocably waive all collateral management fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Debt is scheduled to mature on August 15, 2037; however, the Debt may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated Notes with the consent of the Collateral Manager and the Fund in its capacity as the EU/UK Retention Holder and in its capacity as the U.S. Retention Sponsor or (ii) the Collateral Manager with the consent of the Fund in its capacity as the EU/UK Retention Holder and in its capacity as the U.S. Retention Sponsor, in each case, on any business day on or after August 15, 2027.

As part of the Debt Securitization, the Fund, the Depositor and the Issuer entered into a sale and contribution agreement on the Closing Date (the “Sale Agreement”), pursuant to which the Fund sold, transferred, assigned, contributed or otherwise conveyed to the Depositor and the Depositor subsequently sold, transferred, assigned, contributed or otherwise conveyed to the Issuer the loans securing the Debt Securitization for the purchase price and other consideration set forth in the Sale Agreement. Simultaneously, the Fund and the Issuer entered into a master participation agreement (the “Master Participation Agreement”) pursuant to which the Fund granted participation interests in the assets sold pursuant to the Sale Agreement on the Closing Date, such that the Issuer is the participant on such assets from the Closing Date until the date the transfer of those assets is settled at the Issuer. Following these transfers, the Issuer, and not the Depositor or the Fund, holds all of the ownership interest in such loans and participations therein. The Fund made customary representations, warranties and covenants in the Sale Agreement and the Master Participation Agreement.

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

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

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

 

(d) Exhibits

 

 

SIGNATURE

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