N-2: Registration statement for closed-end investment companies
Published on December 30, 2025
As filed with the U.S. Securities and Exchange Commission on December
30
, 2025 Securities Act File No.
File
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 |
||||
Pre-Effective Amendment No. |
☐ | |||
Post-Effective Amendment No. |
☐ |
(Exact name of registrant as specified in charter)
th
Streetrd
Floor(Address and telephone number, including area code, of principal executive offices)
HPS Advisors, LLC
th
Streetrd
Floor(Name and address of agent for service)
COPIES TO:
Richard Horowitz, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036 (212) 698-3500 |
William J. Bielefeld Dechert LLP 1900 K Street, NW Washington, DC 20006 (202) 261-3300 |
Approxim
ate Date of Commencement of Proposed Public Offering
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
It is proposed that this filing will become effective (check appropriate box):
when declared effective pursuant to Section 8(c) of the Securities Act. |
immediately upon filing pursuant to paragraph (b) of Rule 486. |
on |
60 days after filing pursuant to paragraph (a) of Rule 486. |
on (date) pursuant to paragraph (a) of Rule 486. |
If appropriate, check the following box:
This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. |
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
☐ |
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
Check each box that appropriately characterizes the Registrant:
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“1940 Act”)). |
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the 1940 Act). |
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the 1940 Act). |
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). |
☐ |
If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the ext ended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
New Registrant (registered or regulated under the 1940 Act for less than 12 calendar months preceding this filing). |
Explanatory Note
Pursuant to Rule 429 under the Securities Act, the prospectus included herein is a combined prospectus which relates to (i) the Registration Statement (File
No. 333-270667)
dated June 30, 2023, as amended and/or supplemented, previously filed by HPS Corporate Lending Fund (the “Registrant”) on Form N-2
(the “2023 Registration Statement”), the Registration Statement (File No. 333-280139)
dated June 12, 2024, as amended and/or supplemented, previously filed by the Registrant on Form N-2
(the “2024 Registration Statement,” and together with the 2023 Registration Statement, the “Prior Registration Statements”), and (iii) the registration by the Registrant of additional securities as set forth herein. Pursuant to the Prior Registration Statements, a total of $15,000,000,000 common shares of beneficial interest, par value $0.01 per share, were previously registered. This Registration Statement registers an additional $15,000,000,000 of common shares, resulting in a total of $30,000,000,000 in registered common shares. Prospectus
HPS Corporate Lending Fund
Class S, Class D, Class I and Class F Shares
Maximum Offering of $30,000,000,000
HPS Corporate Lending Fund is a Delaware statutory trust that seeks to invest primarily in newly originated senior secured debt and other securities of private U.S. companies within the upper middle market. 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. Throughout this prospectus, we refer to HPS Corporate Lending Fund as the “Fund,” “HLEND,” “we,” “us” or “our.”
We are 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”). We are externally managed by our adviser, HPS Advisors, LLC (the “Adviser”), a wholly-owned subsidiary of HPS Investment Partners, LLC (“HPS”). HPS is a part of BlackRock Inc. (“BlackRock”), one of the world’s leading providers of investment, advisory, and risk management solutions. We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a regulated investment company under the Internal Revenue Code of 1986, as amended. We are offering on a continuous basis up to $30,000,000,000 of our common shares of beneficial interest (the “Common Shares”). We are offering to sell any combination of four classes of Common Shares, Class S shares, Class D shares, Class I shares 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 purchase price per share for each class of Common Shares will equal our net asset value (“NAV”) per share, as of the effective date of the monthly share purchase date. This is a “best efforts” offering, which means that HPS Securities, LLC, the managing dealer (the “Managing Dealer”) for this offering, will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in this offering.
The Fund has been granted exemptive relief by the SEC to offer multiple classes of our Common Shares.
Investing in our Common Shares involves a high degree of risk. See “Risk Factors” beginning on page 35 of this prospectus. Also consider the following:
• |
We have limited prior operating history and there is no assurance that we will achieve our investment objective. |
• |
You should not expect to be able to sell your shares regardless of how we perform. |
• |
You should consider that you may not have access to the money you invest for an extended period of time. |
• |
We do not intend to list our shares on any securities exchange, and we do not expect a secondary market in our shares to develop prior to any listing. |
• |
Because you may be unable to sell your shares, you will be unable to reduce your exposure in any market downturn. |
• |
We have implemented a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant restrictions. |
• |
An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program.” |
• |
You will bear substantial fees and expenses in connection with your investment. See “Fees and Expenses.” |
• |
We cannot guarantee that we will make distributions, and if we do, we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, proceeds from this offering or return of capital, and we have no limits on the amounts we may pay from such sources. |
• |
Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Adviser or its affiliates, that may be subject to reimbursement to the Adviser or its affiliates. The repayment of any amounts owed to the Adviser or its affiliates will reduce future distributions to which you would otherwise be entitled. |
• |
We use and continue to expect to use leverage, which will magnify the potential for loss on amounts invested and may increase the risk of investing in us. The risks of investment in a highly leverage fund include volatility and possible distribution restrictions. |
• |
We invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. |
Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Securities regulators have also not passed upon whether this offering can be sold in compliance with existing or future suitability or conduct standards including the ‘Regulation Best Interest’ standard to any or all purchasers.
The use of forecasts in this offering is prohibited. Any oral or written predictions about the amount or certainty of any cash benefits or tax consequences that may result from an investment in our Common Shares is prohibited. No one is authorized to make any statements about this offering different from those that appear in this prospectus.
Price to the Public (1) |
Proceeds to Us, Before Expenses (2) |
|||||||
Maximum Offering (3) |
$ | 30,000,000,000 | $ | 30,000,000,000 | ||||
Class S Shares, per Share |
$ | 25.27 | $ | 7,500,000,000 | ||||
Class D Shares, per Share |
$ | 25.27 | $ | 7,500,000,000 | ||||
Class I Shares, per Share |
$ | 25.27 | $ | 7,500,000,000 | ||||
Class F Shares, per Share |
$ | 25.27 | $ | 7,500,000,000 | ||||
| (1) | Class D shares, Class I shares and Class F shares were initially offered at $25.00 per share and Class S shares were initially offered at $25.11 per share, and are currently being offered on a monthly basis at a price per share equal to the NAV per share for such class. The table reflects the NAV per share of each class as of November 30, 2025. |
| (2) | Neither the Fund nor the Managing Dealer will charge upfront sales load with respect to Class S shares, Class D shares, Class I shares or Class F shares; however, if you buy Class S shares, Class D shares, Class I shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares, a 2.0% cap on NAV for Class I shares and a 2.0% cap on NAV for Class F shares. We also pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker, subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV, (b) for Class D shares, a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV, and (c) for Class F shares, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV, in each case payable on a monthly basis in arrears as of the first calendar day of the month. No shareholder servicing or distribution fees are paid with respect to the Class I shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We also pay or reimburse certain organization and offering expenses, including, subject to FINRA limitations on underwriting compensation, certain wholesaling expenses. See “Plan of Distribution” and “Use of Proceeds.” The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. Proceeds are calculated before deducting shareholder servicing or distribution fees or organization and offering expenses payable by us, which are paid over time. |
| (3) | The table assumes that all shares are sold in the primary offering, with 1/4 of the gross offering proceeds from the sale of Class S shares, 1/4 from the sale of Class D shares, 1/4 from the sale of Class I shares and 1/4 from the sale of Class F shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from this assumption. |
This prospectus contains important information you should know before investing in the Common Shares. Please read this prospectus before investing and keep it for future reference. We also file periodic and current reports, proxy statements and other information about us with the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge by contacting us at 40 West 57 or visiting our corporate website located at . Information on our website is not incorporated into or a part of this prospectus. The SEC also maintains a website at that contains this information.
th
Street, 33rd
Floor, New York, NY 10019, calling us at 212-287-6767
www.hlend.com
http://www.sec.gov
The date of this prospectus is December 30, 2025
SUITABILITY STANDARDS
Common Shares offered through this prospectus are suitable only as a long-term investment for persons of adequate financial means such that they do not have a need for liquidity in this investment. We have established financial suitability standards for initial shareholders in this offering which require that a purchaser of shares have either:
| • | a gross annual income of at least $70,000 and a net worth of at least $70,000, or |
| • | a net worth of at least $250,000. |
For purposes of determining the suitability of an investor, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles. In the case of sales to fiduciary accounts, these minimum standards must be met by the beneficiary, the fiduciary account or the donor or grantor who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.
In addition, we will not sell shares to investors in the states named below unless they meet special suitability standards set forth below:
Alabama
California
Idaho
Iowa
non-traded
BDCs to 10% of such investor’s liquid net worth (liquid net worth should be determined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities). Kansas
Kentucky
Maine
Massachusetts
non-traded
real estate investment trusts, and in other illiquid direct participation programs. i
Missouri
Nebraska
New Jersey
non-publicly
traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of his or her liquid net worth. New Mexico
non-traded
business development companies. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities. North Dakota
Ohio
other non-traded BDC.
“Liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles, minus total liabilities) comprised of cash, cash equivalents and readily marketable securities. This condition does not apply, directly or indirectly, to federally covered securities. Oklahoma
Oregon—
Pennsylvania—
Puerto Rico—
non-traded
business development companies. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles minus total liabilities) consisting of cash, cash equivalents and readily marketable securities. Tennessee
Vermont
non-accredited
Vermont investors may not purchase an amount in this offering that exceeds 10% of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings or automobiles) minus total liabilities. ii
You should purchase these securities only if you can afford the complete loss of your investment. The Adviser, those selling shares on our behalf and participating brokers and registered investment advisers recommending the purchase of shares in this offering are required to make every reasonable effort to determine that the purchase of shares in this offering is a suitable and appropriate investment for each investor based on information provided by the investor regarding the investor’s financial situation and investment objectives and must maintain records for at least six years after the information is used to determine that an investment in our shares is suitable and appropriate for each investor. In making this determination, the participating broker, registered investment adviser, authorized representative or other person selling shares will, based on a review of the information provided by the investor, consider whether the investor:
| • | meets the minimum income and net worth standards established in the investor’s state; |
| • | can reasonably benefit from an investment in our Common Shares based on the investor’s overall investment objectives and portfolio structure; |
| • | is able to bear the economic risk of the investment based on the investor’s overall financial situation; and |
| • | has an apparent understanding of the following: |
| • | the fundamental risks of the investment; |
| • | the risk that the investor may lose its entire investment; |
| • | the lack of liquidity of our shares; |
| • | the background and qualification of our Adviser; and |
| • | the tax consequences of the investment. |
In addition to investors who meet the minimum income and net worth requirements set forth above, our shares may be sold to financial institutions that qualify as “institutional investors” under the state securities laws of the state in which they reside. “Institutional investor” is generally defined to include banks, insurance companies, investment companies as defined in the 1940 Act, pension or profit sharing trusts and certain other financial institutions. A financial institution that desires to purchase shares will be required to confirm that it is an “institutional investor” under applicable state securities laws.
In addition to the suitability standards established herein, (i) a participating broker may impose additional suitability requirements and investment concentration limits to which an investor could be subject and (ii) various states may impose additional suitability standards, investment amount limits and alternative investment limitations.
Broker-dealers must comply with Regulation Best Interest, which, among other requirements, enhances the existing standard of conduct for broker-dealers and establishes a “best interest” obligation for broker-dealers and their associated persons when making recommendations of any securities transaction or investment strategy involving securities to a retail customer. The obligations of Regulation Best Interest are in addition to, and may be more restrictive than, the suitability requirements listed above. Certain states, including Massachusetts, have adopted or may adopt state-level standards that seek to further enhance the broker-dealer standard of conduct to a fiduciary standard for all broker-dealer recommendations made to retail customers in their states. In comparison to the standards of Regulation Best Interest, the Massachusetts fiduciary standard, for example, requires broker-dealers to adhere to the duties of utmost care and loyalty to customers. The Massachusetts standard requires a broker-dealer to make recommendations without regard to the financial or any other interest of any party other than the retail customer, and that broker-dealers must make all reasonably practicable efforts to avoid conflicts of interest, eliminate conflicts that cannot reasonably be avoided, and mitigate conflicts that cannot reasonably be avoided or eliminated. When making such a recommendation to a retail customer, a broker-dealer must, among other things, act in the best interest of the retail customer at the time a recommendation is made, without placing its interests ahead of its retail customer’s interests. A broker-dealer may satisfy the best interest standard imposed
iii
by Regulation Best Interest by meeting disclosure, care, conflict of interest and compliance obligations. Regulation Best Interest and state fiduciary standards of care also require registered investment advisers and registered broker-dealers to provide a brief summary to retail investors. This relationship summary, referred to as Form CRS, is not a prospectus. Regulation Best Interest imposes a duty of care for broker-dealers to evaluate reasonably available alternatives in the best interests of their clients. There are likely alternatives to us that are reasonably available to you, through your broker or otherwise, and those alternatives may be less costly or have a lower investment risk. Among other alternatives, listed BDCs may be reasonable alternatives to an investment in our Common Shares, and may feature characteristics like lower cost, less complexity, and lesser or different risks. Investments in listed securities also often involve nominal or zero commissions at the time of initial purchase. Investors should refer to this prospectus for detailed information about this offering before deciding to purchase Common Shares. Currently, there is no administrative or case law interpreting Regulation Best Interest and the full scope of its applicability on brokers participating in our offering cannot be determined at this time.
iv
ABOUT THIS PROSPECTUS
Please carefully read the information in this prospectus and any accompanying prospectus supplements, which we refer to collectively as the “prospectus.” You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. This prospectus may only be used where it is legal to sell these securities. You should not assume that the information contained in this prospectus is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.
We disclose the NAV per share of each class of our Common Shares for each month when available on our website at. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.
www.hlend.com
The words “we,” “us,” “our” and the “Fund” refer to HPS Corporate Lending Fund, together with its consolidated subsidiaries.
Unless otherwise noted, numerical information relating to HPS is approximate as of September 30, 2025.
Citations included herein to industry sources are used only to demonstrate third-party support for certain statements made herein to which such citations relate. Information included in such industry sources that do not relate to supporting the related statements made herein are not part of this prospectus and should not be relied upon.
MULTI-CLASS EXEMPTIVE RELIEF
This prospectus relates to our Common Shares of Class S, Class D, Class I and Class F. We have been granted exemptive relief by the SEC to offer multiple classes of Common Shares.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements about our business, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include our plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved.
You should carefully review the “Risk Factors” section of this prospectus for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
v
TABLE OF CONTENTS
| i | ||||
| v | ||||
| v | ||||
| v | ||||
| 1 | ||||
| 26 | ||||
| 30 | ||||
| 35 | ||||
| 87 | ||||
| 90 | ||||
| 118 | ||||
| 133 | ||||
| 136 | ||||
| 186 | ||||
| 194 | ||||
| 197 | ||||
| 210 | ||||
| 221 | ||||
| 223 | ||||
| 225 | ||||
| 238 | ||||
| 240 | ||||
| 245 | ||||
| 248 | ||||
| 251 | ||||
| 253 | ||||
| 257 | ||||
| 266 | ||||
| 268 | ||||
| 268 | ||||
| 268 | ||||
| 268 | ||||
| 269 | ||||
| 270 | ||||
| 273 | ||||
| F-1 |
vi
PROSPECTUS SUMMARY
This prospectus summary highlights certain information contained elsewhere in this prospectus and contains a summary of material information that a prospective investor should know before investing in our Common Shares. This is only a summary and it may not contain all of the information that is important to you. Before deciding to invest in this offering, you should carefully read this entire prospectus, including the “Risk Factors” section.
Q: |
What is HPS Corporate Lending Fund (“HLEND”)? |
A: |
HLEND (or the “Fund”) is a fund externally managed by HPS Advisors, LLC (the “Adviser”), a wholly-owned subsidiary of HPS Investment Partners, LLC (“HPS”) that seeks to invest primarily in newly originated senior secured debt and other securities of private U.S. companies within the upper middle market. We are a Delaware statutory trust and 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”). We also have elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). |
Q: |
Who are the Adviser and HPS Investment Partners, LLC? |
A: |
As of June 30, 2023, HPS Advisors, LLC serves as our investment adviser and prior to that date, HPS served as our investment adviser. The Adviser is a wholly-owned subsidiary of HPS and has access to the same resources and investment personnel for the management of the Fund that HPS utilizes for the management of other funds and accounts. These resources and personnel enable our Adviser and Administrator (as defined below) to fulfill their obligations under the investment advisory agreement between the Fund and the Adviser (as amended and/or restated from time to time, the “Investment Advisory Agreement”) and the administration agreement between the Fund and the Administrator (as amended and/or restated from time to time, the “Administration Agreement”). HPS invests primarily in credit and manages various strategies across the capital structure, including privately negotiated senior debt; privately negotiated junior capital solutions in debt, preferred equity and common equity formats; liquid credit, including syndicated leveraged loans, collateralized loan obligations and high yield bonds; asset-based finance and real estate. HPS was established in 2007 as a unit of Highbridge Capital Management, LLC (“HCM”), a subsidiary of J.P. Morgan Asset Management (“JPMAM”). On March 31, 2016, the senior executives of HPS acquired HPS and its subsidiaries from JPMAM and HCM (the “Transaction”) 1 . Following the Transaction, JPMAM retained a passive minority investment in HPS, which was subsequently redeemed in April 2022. In June 2018, affiliates of Dyal Capital Partners made a passive minority investment in HPS. In February 2022, an affiliate of The Guardian Life Insurance Company of America made a passive minority investment in HPS, which was subsequently increased in August 2024. |
On July 1, 2025, BlackRock, Inc. (“BlackRock”) acquired the business and assets of HPS, with 100% of consideration paid in BlackRock equity (the “HPS/BlackRock Transaction”). The HPS/BlackRock Transaction brings together BlackRock’s corporate and asset owner relationships with HPS’s diversified origination and capital flexibility. BlackRock and HPS have formed a new private financing solutions business unit (“PFS”) led by Scott Kapnick, Scot French, and Michael Patterson, creating an integrated
1 |
Prior to the Transaction, HPS was a subsidiary of HCM, which is a subsidiary of JPMAM, which in turn is a subsidiary of JPMorgan Chase & Co. (together with its affiliates, “JPM”). Immediately following the closing of the Transaction, the portfolio managers and other HPS employees responsible for the investment activities of HPS separated from JPM and continued to be employees of HPS. HPS is no longer deemed affiliated with JPM. |
1
franchise with approximately $377 billion in client assets, including $251 billion of private credit assets. for further details.
2
This combined platform, which has more than 600 investment professionals and approximately 1,300 employees globally3
, offers broad capabilities across senior and junior credit solutions, asset-based finance, real estate, CLOs and GP-LP
solutions. As part of the HPS/BlackRock Transaction, Scott Kapnick, Scot French, and Michael Patterson have joined BlackRock’s Global Executive Committee, and Scott Kapnick has been appointed as an observer to the BlackRock Board. HPS remains responsible for the investment activities of the Fund. See “Risk Factors-Risks Related to the HPS/BlackRock
Transaction-The
HPS/BlackRock Transaction.”HPS is a leading provider of credit solutions to middle and upper middle market companies. Since its inception in 2007, HPS has committed approximately $200 billion in privately originated transactions across more than 975 investments.
4
Our objective is to bring HPS’s leading credit investment platform to the non-exchange
traded BDC industry. Q: |
What is your investment objective? |
A: |
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. |
Q: |
What is your investment strategy? |
A: |
Our investment strategy focuses primarily on newly originated, privately negotiated senior credit investments in high-quality, established upper middle market companies and, in select situations, companies in special situations. We use the term “upper middle market companies” generally to mean companies with |
2 |
Represents the US Dollar equivalent combined AUM of HPS funds (including ElmTree funds) and BlackRock funds that form Private Financing Solutions (“PFS”) as of September 30, 2025. The AUM of heritage HPS funds is calculated as follows: (i) for private credit funds, related managed accounts and certain other closed-ended liquid credit funds: as capital commitments during such funds’ investment periods and, post such funds’ investment periods, as the cost of investment or latest available net asset value (including fund-level leverage but in all cases capped at capital commitments), (ii) for liquid credit open-ended funds and related managed accounts other than CLOs: as the latest available net asset value, (iii) for CLOs and warehouses: as the par value of collateral assets and cash in the portfolio and (iv) for business development companies: net asset value plus leverage (inclusive of drawn and undrawn amounts) as of the prior month-end. The AUM of ElmTree funds represents the gross asset value plus uncalled commitments over a fund’s life with the exception of the AUM of ElmTreeUnity Debt Fund, LP, which represents total commitments of the fund. The AUM of heritage BlackRock funds represents: (i) for evergreen funds, closed-end commingled funds and mandates in their investment period: the sum of fee-earning an any non-fee earning client commitments and co-investments, and the effective leverage for any levered credit vehicles; (ii) for closed-end commingled funds and mandates in runoff: the aggregate of each fund’s fee-earning assets under management; (iii) for liquid and semi-liquid credit opend-ended funds and related managed accounts other than CLOs: as the aggregate of each fund’s net asset value; and (iv) for CLOs and warehouses: the par value of collateral assets and cash in the portfolio. In all cases, AUM is inclusive of internal BlackRock allocations. |
3 |
Headcount as of September 30, 2025. |
4 |
As of September 30, 2025. Based on the total face value committed to private credit investments that are part of the Strategic Investment Partners strategy, Special Situations Opportunities strategy (private special situations investments), Specialty Direct Lending strategy, Core Senior Lending strategy, and any additional private credit investments made by one or more business development companies, private credit CLOs, separately managed funds or accounts, or private credit-focused joint ventures, excluding investments that are solely part of the High Grade Corporate-Focused, High Grade Asset-Based, Real Estate, Asset Value, or Sustainability & Energy Transition strategies. |
2
| earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) of $75 million to $1 billion annually or $250 million to $5 billion in revenue annually, at the time of investment. We have and may continue to invest in smaller or larger companies if an 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.” In addition to corporate level obligations, our investments in these companies may also opportunistically include private asset-based financings such as equipment financings, financings against mission-critical corporate assets and mortgage loans. We may also selectively make investments that represent equity in portfolios of loans, receivables or other debt instruments. We may also participate in programmatic investments in partnership with one or more unaffiliated banks or other financial institutions, where our partner assumes senior exposure to each investment, and we participate in the junior exposure. |
Our investment strategy also includes a smaller allocation to more liquid credit investments such as
non-investment
grade broadly syndicated loans, leveraged loans, secured and unsecured corporate bonds, and securitized credit. We intend to use these investments to maintain liquidity for our share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. We 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.” Q: |
What types of investments do you make? |
A: |
Under normal circumstances, we 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). |
Our investments in newly originated secured debt have taken and may continue to take the form of loans, notes, bonds, other corporate debt securities, assignments, participations, total return swaps and other derivatives. We seek to invest primarily in first lien senior secured debt and unitranche loans but may also invest in second lien and subordinated debt. A portion of the Fund’s investments may also be composed of “covenant-lite loans,” although such loans are not expected to comprise a significant portion of the Fund’s portfolio. We also have the ability to acquire investments through secondary transactions, including through loan portfolios, receivables, contractual obligations to purchase subsequently originated loans and other debt instruments. Although not expected to be a primary component of our investment strategy, we may also make certain opportunistic investments in instruments other than secured debt with a view to enhancing returns, such as mezzanine debt, (“PIK”) notes, convertible debt and other unsecured debt instruments, structured debt that is not secured by financial or other assets, 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. We may, to a limited extent, invest in junior debt (whether secured or unsecured), including mezzanine loans, as part of our investment strategy and upon approval of each such investment by our portfolio management team. We may also invest in preferred equity, or our debt investments may be accompanied by equity-related securities (such as options or warrants) and/or select common equity investments. While we expect our assets to be primarily directly originated, we may also invest in structured products or broadly syndicated transactions where HPS and/or its affiliates seek an anchor-like or otherwise influential role in certain traded instruments as part of our liquid portfolio.
payment-in-kind
debtor-in-possession
Our liquid credit instruments have included and may continue to include senior secured loans, senior secured bonds, high yield bonds and structured credit instruments.
The loans within the portfolio are typically floating rate instruments that often pay current income on a quarterly basis, and we look to generate return from a combination of ongoing interest income, original
3
issue discount, closing payments, commitment fees, prepayments and related fees. Our investments generally have stated terms of three to seven years, and the expected average life of our investments is generally two to three years. However, there is no limit to the maturity or duration of any investment that we may hold in our portfolio. We expect most of our debt investments to be unrated. When rated by a nationally recognized statistical ratings organization, our investments would generally carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investor Service, Inc. or lower than
“BBB-”
by Standard & Poor’s Rating Services). Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. We have, and may in the future, enter into interest rate, foreign exchange, and/or other derivative arrangements to hedge against interest rate, currency, and/or other credit related risks through the use of futures, swaps, options and forward contracts. These hedging activities are subject to the applicable legal and regulatory compliance requirements; however, there can be no assurance any hedging strategy employed will be successful. We have and may also seek to borrow capital in local currency as a means of hedging our
non-U.S.
dollar denominated investments. Our investments are subject to a number of risks. See “Investment Objective and Strategies” and “Risk Factors.”
Q: |
What is an originated loan? |
A: |
An originated loan is a loan where we lend directly to the borrower and hold the loan generally on our own or in a small group with funds and accounts advised by HPS and/or its affiliates, and/or third-party investors. This is distinct from a syndicated loan, which is generally originated by a bank and then syndicated, or sold, in several pieces to other investors. Originated loans are generally held until maturity or until they are refinanced by the borrower. Syndicated loans often have liquid markets and can be traded by investors. |
Q: |
Why do you invest in liquid credit investments in addition to originated loans? |
A: |
The allocation to liquid credit investments within the Fund’s portfolio is expected to (i) provide the Fund with sufficient liquidity in order to meet the Fund’s share repurchase requirements, and (ii) allow the Fund to seek attractive investment returns prior to investing subscription proceeds into newly originated loans. |
Q: |
What potential competitive strengths does HPS offer? |
A: |
HPS is a leading global, credit-focused alternative investment firm that seeks to provide creative capital solutions and generate attractive risk-adjusted returns for its clients. The scale and breadth of HPS’s platform offers the flexibility to invest in companies large and small across the capital structure through both standard and highly customized structures. At its core, HPS shares a common thread of intellectual rigor and investment discipline that enables it to create value for its clients, who have entrusted HPS with approximately $171 billion of assets under management. 5 |
5 |
Reflects estimated and unaudited AUM as of September 30, 2025. AUM of private credit funds, related managed accounts and certain other closed-ended liquid credit funds represents capital commitments during such funds’ investment periods and, post such funds’ investment periods, the cost of investment or estimated net asset value (including fund-level leverage but in all cases capped at capital commitments). AUM of liquid credit open-ended funds and related managed accounts other than CLOs represents estimated net asset value. AUM of CLOs and warehouses represents par value of collateral assets and cash in the portfolio. AUM of business development companies represents estimated net asset value plus leverage (inclusive of drawn and undrawn amounts). Estimated net asset values are provided at the end of each period and are not final. AUM strategy is assigned at the fund level based on target strategy allocations. |
4
HPS is a leading provider of credit solutions to middle and upper middle market companies. Since its inception in 2007, HPS has committed approximately $200 billion in privately originated transactions across more than 975 investments.
6
We benefit from the following key competitive strengths of HPS in pursuing our investment strategy: | • | Breadth of HPS’s Credit Investment Platform. non-investment grade credit opportunities across the capital structure. As a multi-strategy credit platform, seeking opportunities across both private and liquid credit,. HPS’s team of over 290 investment professionals managed approximately $171 billion as of September 30, 2025. HPS believes that its multi-strategy approach may provide a distinctive vantage point to evaluate relative value and better positions the firm to provide borrowers with a comprehensive and diverse set of potential financing solutions, which may enable the Fund to see more investment opportunities. In addition, HPS believes that its global footprint enables the Fund to view and potentially benefit from relative value opportunities across geographies. |
| • | Scaled Capital with an Ability to Speak for the Full Debt Quantum. |
| • | Diversified Sourcing Network. 7 HPS |
6 |
As of September 30, 2025. Based on the total face value committed to private credit investments that are part of the Strategic Investment Partners strategy, Special Situations Opportunities strategy (private special situations investments), Specialty Direct Lending strategy, Core Senior Lending strategy, and any additional private credit investments made by one or more business development companies, private credit CLOs, separately managed funds or accounts, or private credit-focused joint ventures, excluding investments that are solely part of the High Grade Corporate-Focused, High Grade Asset-Based, Real Estate, Asset Value, or Sustainability & Energy Transition strategies. |
7 |
As of September 30, 2025. Based on the total face value committed to private credit investments that are part of the Specialty Direct Lending strategy, Core Senior Lending strategy, and any additional private credit investments made by one or more business development companies, private credit CLOs, separately managed funds or accounts, or private credit-focused joint ventures, excluding investments that are solely part of the Strategic Investment Partners, Special Situations Opportunities (private special situations investments), High Grade Corporate-Focused, High Grade Asset-Based, Real Estate, Asset Value, or Sustainability & Energy Transition strategies. The Fund had a lower percentage of private credit investments sourced from channels other than financial sponsors as of September 30, 2025. There is no guarantee that the Fund will be able to source a similar or higher percentage of private credit investments from channels other than financial sponsors. |
5
believes that its ability to source from non-sponsor channels significantly reduces the level of competitive intensity and allows it to focus on structuring improved economics, stricter financial covenants and stronger loan documentation. In addition, the direct dialogue with management teams can result in a better understanding of the underlying borrowers and better positioning to actively manage investments throughout their life. HPS is also actively engaged with financial sponsors, and its exposure to sponsor transactions tends to increase in times of public market dislocation (when certainty of capital and speed of execution with a single counterparty is often sought after and highly valued). HPS believes that the ability to flex in and out of both sponsor and non-sponsor markets allows the Fund to remain nimble and optimize its opportunity set across different market dynamics. While HPS seeks to source investments from non-sponsor channels for the Fund, as of September 30, 2025, the Fund has sourced only a minority of its overall private credit investments from non-sponsor channels. The Fund may not, in the future, obtain its desired allocation to investments from the non-sponsor channel, which could adversely impact returns. |
| • | Willingness to Navigate Complexity to Evaluate a Mispriced Opportunity. |
| • | Focus on the Upper Middle Market. upper-end of the middle market. As HPS believes that the market is in its later stages of the existing credit cycle, HPS intends to position the portfolio by focusing on larger, more resilient companies that generally generate $75 million to $1 billion of EBITDA annually or $250 million to $5 billion in revenue annually. In comparison, the Pitchbook LCD definition of middle market is defined as companies with $50 million of EBITDA or less. HPS believes the upper end of the middle market has a favorable supply/demand dynamic relative to the lower end of the middle market, with substantial demand resulting from regulatory driven structural shifts in the financial landscape and limited supply as many other direct lending providers focus on small to middle market borrowers. HPS also believes that the upper middle market segment of the market can offer greater downside protection, as larger businesses typically possess the benefits of scale and a greater critical mass through diversification of customers and supplier base. As a result of these dynamics, HPS believes that it can generally negotiate commensurate or better terms with respect to borrowers in the upper middle market segment and that those borrowers can provide the Fund with increased downside protection, with the potential for attractive risk-adjusted returns compared to the smaller-end and core-middle market. |
| • | Emphasis on Capital Preservation. |
6
has also built a deep bench of restructuring, workout and value enhancement professionals with an average of 29 years of workout experience as of September 30, 2025, who work on an integrated basis to actively manage each investment throughout its life. |
Q: |
What is the market opportunity? |
A: |
Private credit as an asset class has grown considerably since the global financial crisis of 2008, and it is estimated that the total market size of private credit has grown to reach $1.6 trillion as of December 31, 2024. 8 We expect this growth to continue and, along with the factors outlined below, to provide a robust backdrop to what HPS believes will be a significant number of attractive investment opportunities aligned to our investment strategy. |
| • | Senior Secured Loans Offer Attractive Investment Characteristics |
| • | Regulatory Actions Continue to Drive Demand towards Private Financing. non-investment grade credit commitments on their balance sheets, particularly with respect to middle and upper middle market-sized issuers. Instead, many commercial banks have adopted an “underwrite-and-distribute” 9 Access to the syndicated leveraged loan market has also become challenging for both first time issuers and smaller scale issuers, who previously had access to the capital markets. Issuers of tranche sizes representing less than $500 million account for approximately 5% of the new issue market in 2024 as compared to over 49% in 2000.10 HPS believes that these regulatory actions have caused a shift in the role that commercial banks play in the direct lending market for middle to upper middle market borrowers, creating a void in the financing marketplace. This void has been filled by direct lending platforms which seek to provide borrowers an alternative “originate and retain” solution. In response, corporate borrower behavior has increasingly shifted to a more conscious assessment of the benefits that direct lending platforms of strategic financing partners can offer. |
| • | Volatility in Credit Markets has made Availability of Capital Less Predictable. |
8 |
Source: Preqin, Preqin Special Report: The Future of Alternatives in 2029. Data as of December 31, 2024. |
9 |
Source: S&P LCD Quarterly Leveraged Lending Review 4Q 2022, Primary Investor Market: Banks vs. Non-Bank. |
10 |
Source: S&P LCD Middle Market Deal Size Category Factsheet 4Q 2024. |
7
supply of traditional loan capital relative to the demand has created an environment where direct lenders can often negotiate loans with attractive returns and creditor protections compared to public markets. |
| • | Increasingly Larger Borrowers Are Finding Value in Private Solutions |
Q: |
How do you identify investments? |
A: |
We believe that much of the value HPS creates for our private investment portfolio comes on the front end through the diversity of its sourcing capabilities. To source transactions, HPS leverages the breadth of its global credit platform and its shared knowledge and insights gleaned across both private and public credit to cast a wide net to drive transaction flow. HPS seeks to generate investment opportunities across its various sourcing channels, including financial intermediaries such as investment banks and debt advisory firms, direct relationships with companies and management teams, private equity sponsors and formal partnerships and strategic arrangements with select financial institutions. We believe that this multi-pronged approach to sourcing provides a significant pipeline of investment opportunities for us that could strengthen our portfolio with attractive investment economics and risk/reward profile. |
Q: |
How do you evaluate and manage directly originated investments? |
A: |
The Adviser and HPS evaluate and manage directly originated investments by adhering to the core principles of rigorous fundamental analysis, thorough due diligence, active portfolio monitoring and risk management. |
| • | Rigorous Investment Screening and Selection. e.g. value-add products or services). When evaluating a loan, our investment team (the “Investment Team”) expects to focus on a combination of business stability, asset values and contractual loan protections. This process seeks to prioritize the Investment Team’s time and resources by focusing on screening for opportunities where the borrower may place greater emphasis on certain non-economic characteristics, such as certainty of scaled capital, creative financing solutions, an ability to understand complexity of capital structure or business risk and/or confidentiality of operating and financial performance. HPS believes that when facing these characteristics, we have a competitive edge over certain syndicated financing solutions or other competitive direct lending platforms (both of which typically have a lower cost of capital). This rigorous selection process helps the Investment Team focus on situations where the Adviser believes we have a competitive edge to capitalize on an investment opportunity. |
| • | Fundamental Analysis and Due Diligence. |
8
Investment Team’s due diligence and risk management processes seek to utilize and benefit from the substantial resources within HPS, as well as the Investment Team’s extensive relationships with management teams, industry experts, consultants, and outside advisors. In addition, the Investment Team seeks to employ a comprehensive investment process, which may include in-depth due diligence and full credit analysis on transaction drivers, investment thesis, review of business, industry and borrower risks and mitigants, undertaking a competitive analysis, management calls/meetings, reviewing and performing financial analysis of historical results, preparing detailed models with financial forecasts, examining legal structure/terms/collateral, performing relative value analysis, employing external consultants and/or other considerations that the Investment Team deems appropriate. HPS generally seeks to employ a “cradle to grave” approach with respect to its investments such that the Investment Team is responsible for sourcing the investment, investment due diligence, and monitoring the investment until the investment is exited. HPS believes that this is a distinctive approach that can lead to (i) greater connectivity between HPS and a borrower’s management teams, (ii) enhanced access to the borrower details and (iii) increased accountability to help reduce the inherent risk of knowledge loss in circumstances where the sourcing, diligence and monitoring roles are fragmented. |
| • | Structuring and Negotiating Downside Protection Mechanisms. |
| • | Disciplined Approach. |
Q: |
How are investments allocated to the Fund? |
A: |
The Adviser, HPS and/or certain of their affiliates provide investment management services to business development companies, investment funds, client accounts and proprietary accounts that HPS or such affiliates may establish. The Adviser shares any investment and sale opportunities with its, HPS’s and such affiliates’ other clients and us in accordance with applicable law, including the Investment Advisers Act of 1940, as amended (the “Advisers Act”), firm-wide allocation policies (any such policy that covers the Adviser, HPS and such affiliates, a “firm-wide” policy), and an exemptive order from the SEC permitting co-investment activities (as further described below). Subject to the Advisers Act, certain other clients of the Adviser or certain clients of HPS and/or their affiliates may receive certain priority or other allocation rights with respect to certain investments, subject to various conditions set forth in such other clients’ respective governing agreements. |
As a BDC regulated under the 1940 Act, we are subject to certain limitations relating to
co-investments
and joint transactions with affiliates, which, in certain circumstances, limit the Fund’s ability to make investments or enter into transactions alongside other clients. To the extent permitted by the 1940 Act and interpretations of the staff of the SEC, and subject to the allocation policies of HPS and its affiliates, the Adviser may deem it appropriate for us and certain funds and accounts managed and controlled by the Adviser and its affiliates to participate in an investment opportunity. In an order dated May 6, 2025, the SEC granted exemptive relief to affiliates of Blackrock, including the Fund and the Adviser, permitting the Fund, 9
subject to satisfaction of certain conditions, to
co-invest
in certain privately negotiated investment transactions with certain affiliates of BlackRock, including the Adviser. Any of these co-investment
opportunities may give rise to conflicts of interest or perceived conflicts of interest among us and the other participating funds and/or accounts. To mitigate these conflicts, the Adviser and certain of its affiliates managing other funds and accounts participating in transactions under the order will seek to allocate such transactions for all of the participating investment accounts, including us, on a fair and equitable basis and in accordance with their respective allocation policies. Pursuant to such order, our board of trustees (the “Board” and each member of the Board, a “Trustee”) is required to maintain oversight of our participation in the co-investment
program permitted by such order in the exercise of their reasonable business judgment, and under certain circumstances, such as in the case of non-pro
rata acquisitions and dispositions, or in the case of pre-existing
investments in an issuer by an affiliate, approve certain co-investment
transactions. Under the order, the Board is also required to receive certain periodic and ad hoc reporting from our chief compliance officer. Q: |
Does the Fund use leverage? |
A: |
Yes, we currently use and intend to continue to use leverage to seek to enhance our returns. Our leverage levels will vary over time in response to general market conditions, the size and compositions of our investment portfolio and the views of our Adviser and Board. We expect that our debt to equity ratio will generally range between 0.8x and 1.25x. While our leverage employed may be greater or less than these levels from time to time, it will never exceed the limitations set forth in the 1940 Act, which currently allows us to borrow up to a 2:1 debt to equity ratio. |
Our leverage has taken and may continue to take the form of revolving or term loans from financial institutions, secured or unsecured bonds, securitization of portions of our investment portfolio via CLOs or preferred shares. When determining whether to borrow money and assessing the various borrowing structure alternatives, we analyze the maturity, rate structure and covenant package of the proposed borrowings in the context of our investment portfolio,
pre-existing
borrowings and market outlook. The use of leverage magnifies returns, including losses. See “Risk Factors.”
Q: |
What is a BDC? |
A: |
Congress created the business development company, or BDC, through the Small Business Investment Incentive Act of 1980 to facilitate capital investment in small and middle market companies. Closed-end investment companies organized in the U.S. that elect to be treated as BDCs under the 1940 Act are subject to specific provisions of the law, most notably that at least 70% of their total assets must be “qualifying assets”. Qualifying assets are generally defined as privately offered debt or equity securities of U.S. private companies or U.S. publicly traded companies with market capitalizations less than $250 million. |
BDCs may be exchange-traded, public
non-traded,
or private placements. They can be internally or externally managed. BDCs typically elect to be treated as “regulated investment companies” for U.S. tax purposes, which are generally not subject to entity level taxes on distributed income. See “Investment Objective and Strategies— Regulation as a BDC.” Q: |
What is a non-exchange traded, perpetual-life BDC? |
A: |
A non-exchange traded BDC’s shares are not listed for trading on a stock exchange or other securities market. The term “perpetual-life” is used to differentiate our structure from other BDCs who have a finite offering period and/or have a predefined time period to pursue a liquidity event or to wind down the fund. In contrast, in a perpetual-life BDC structure like ours, we expect to offer common shares continuously at a price equal the monthly net asset value (“NAV”) per share and we have an indefinite duration, with no obligation to effect a liquidity event at any time. We generally intend to offer our common shareholders an opportunity to have their shares repurchased on a quarterly basis, subject to an aggregate cap of 5% of |
10
| shares outstanding. However, the determination to repurchase shares in any given quarter is fully at the Board’s discretion, so investors may not always have access to liquidity when they desire it. See “Risk Factors.” |
Q: |
How does an investment in HLEND differ from an investment in a listed BDC or private BDC with a finite life? |
A: |
An investment in our common shares of beneficial interest (“Common Shares”) differs from an investment in a listed or exchange traded BDC in several ways, including: |
| • | Pricing. |
| • | Liquidity |
| • | Oversight non-traded BDCs are subject to the requirements of the 1940 Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unlike the offering of a listed BDC, the Fund’s offering will be registered in every state in which we are offering and selling shares. As a result, we include certain limits in our governing documents that are not typically provided for in the charter of a listed BDC. For example, our Declaration of Trust (as amended or restated from time to time, the “Declaration of Trust”) limits the fees we can pay to the Adviser. |
A listed BDC is subject to the governance requirements of the exchange on which its shares are traded, including requirements relating to its board, audit committee, independent trustee oversight of executive compensation and the trustee nomination process, code of conduct, shareholder meetings, related party transactions, shareholder approvals and voting rights. Although we expect to follow many of these same governance guidelines, there is no requirement that we do so.
An investment in our Common Shares differs from an investment in a BDC offered through private placement in several ways, including:
| • | Eligible Investors. |
| • | Investment funding |
| • | Investment period. |
11
Q: |
For whom may an investment in the Fund be appropriate? |
A: |
An investment in our shares may be appropriate for you if you: |
| • | meet the minimum suitability requirements described under “Suitability Standards” above, which generally require that a potential investor has either (i) both net worth and annual net income of $70,000 or (ii) net worth of at least $250,000; |
| • | seek to allocate a portion of your financial assets to a direct investment vehicle with an income-oriented portfolio of primarily U.S. credit investments; |
| • | seek to receive current income through regular distribution payments while obtaining the potential benefit of long-term capital appreciation; and |
| • | can hold your shares as a long-term investment without the need for near-term or rapid liquidity. |
We cannot assure you that an investment in our shares will allow you to realize any of these objectives. An investment in our shares is only intended for investors who do not need the ability to sell their shares quickly in the future since we are not obligated to offer to repurchase any of our Common Shares in any particular quarter. See “Share Repurchase Program.”
Q: |
Is HPS investing in the Fund? |
A: |
Yes, as of November 30, 2025, HPS, its affiliates and employees held approximately $39.94 million of our Common Shares. |
Q: |
Is there any minimum investment required? |
A: |
Yes, to purchase Class S, Class D or Class F shares in this offering, you must make a minimum initial investment in our Common Shares of $2,500. To purchase Class I shares in this offering, you must make a minimum initial investment of $1,000,000, unless waived or reduced by the Managing Dealer. The Managing Dealer waives or reduces to $10,000 or less Class I investment minimums for certain categories of investors. See “Plan of Distribution.” All subsequent purchases of Class S, Class D, Class F or Class I shares, except for those made under our distribution reinvestment plan, are subject to a minimum investment size of $500 per transaction. The Managing Dealer can waive the initial or subsequent minimum investment at its discretion. |
Q: |
How is the Fund’s value established? |
A: |
The Fund’s NAV is determined based on the value of our assets less the carrying value of our liabilities, including accrued fees and expenses, as of any date of determination. |
The Adviser, as the Fund’s valuation designee pursuant to Rule
2a-5
under the 1940 Act, subject to the Board’s oversight, is responsible for the determination of the fair value of each of our investments and the NAV per share of each of our outstanding classes of shares each month. Investments for which market quotations are readily available will typically be valued at those market quotations. We utilize several factors, including source and number of quotations, to validate that the market quotations are representative of fair value. Investments that are not publicly traded or for which market prices are not readily available are valued based on the input of the Adviser and independent third-party valuation firms engaged at the direction of the Board to review our investments. The Adviser and independent valuation firms use a variety of approaches to establish the fair value these investments in good faith. The approaches used generally include an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions to establish the enterprise value and also consider recent transaction prices and other factors in the valuation. Independent valuation firms retained by the Fund prepare quarter-end
valuations of each 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. 12
The NAV per share of a class of our outstanding Common Shares is determined by dividing the NAV of that share class by the total number of Common Shares outstanding in that class as of the date of determination. The NAV per share of each share class can vary due to, among other things, differences in the amount of servicing fees carried by each class and the number of Common Shares outstanding in each class. See “Determination of Net Asset Value.”
Q: |
How can I purchase shares? |
A: |
Subscriptions to purchase our Common Shares may be made on an ongoing basis, but investors may only purchase our Common Shares pursuant to accepted subscription orders as of the first day of each month. A subscription must be received in good order at least five business days prior to the first day of the month (unless waived by the Managing Dealer) and include the full subscription funding amount to be accepted. |
A shareholder will not know our NAV per share applicable on the effective date of the share purchase. However, the NAV per share applicable to a purchase of shares will generally be available within 20 business days after the effective date of the share purchase. At that time, the actual number of shares purchases based on the shareholder’s subscription amount will be determined, and the shares will be credited to the shareholder’s account as of the effective date of the share purchase. Notice of each share transaction, together with information relevant for personal and tax records, will be furnished to shareholders (or their financial representatives) as soon as practicable, but no later than seven business days after our NAV is determined.
Investors, in determining which class of shares to purchase, should consider any ongoing account-based fees payable to outside financial service providers that may apply to shares held in
fee-based
accounts, as well as the total length of time that the investor will hold the shares. See “How to Subscribe” for more details.
Q: |
When will my subscription be accepted? |
A: |
Completed subscription requests will not be accepted by us any earlier than two business days before the first calendar day of each month. |
Q: |
Can I withdraw a subscription to purchase shares once I have made it? |
A: |
Yes, you may withdraw a subscription after submission at any time before we have accepted the subscription, which we will generally not do any earlier than two business days before the first calendar day of each month. You may withdraw your purchase request by notifying the transfer agent, through your financial intermediary or directly on the toll-free, automated telephone line at 844-700-1479. |
Q: |
What is the per share purchase price? |
A: |
Common Shares will be sold at the then-current NAV per share, as described above. |
Q: |
When is the NAV per share available? |
A: |
We report our NAV per share as of the last day of each month on our website within 20 business days of the last day of each month. Because subscriptions must be submitted at least five business days prior to the first day of each month, you will not know the NAV per share at which you will be subscribing at the time you subscribe. |
For example, if you are subscribing on November 1, your subscription must be submitted at least five business days prior to November 1. The purchase price for your shares will be the NAV per share determined as of October 31. The NAV per share as of October 31 will generally be available within 20 business days from October 31.
13
Q: |
Can I invest through my Individual Retirement Account (“IRA”), Simplified Employee Pension Plan (“SEP”) or other after-tax deferred account? |
A: |
Yes, if you meet the suitability standards described under “Suitability Standards” above, you may invest via an IRA, SEP or other after-tax deferred account. If you would like to invest through one of these account types, you should contact your custodian, trustee or other authorized person for the account to subscribe. They will process the subscription and forward it to us, and we will send the confirmation and notice of our acceptance back to them. |
Please be aware that in purchasing shares, custodians or directors of, or any other person providing advice to, employee pension benefit plans or IRAs may be subject to the fiduciary duties imposed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other applicable laws. These additional fiduciary duties may require the custodian, trustee, director, or any other person providing investment advice to employee pension benefit plans or IRAs to provide information about the services provided and fees received, separate and apart from the disclosures in this prospectus. In addition, prior to purchasing shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under the governing instruments of such plan or account and applicable law.
Q: |
How often does the Fund pay distributions? |
A: |
We have declared distributions each month beginning in February 2022 through the date of this prospectus and expect to continue to pay regular monthly distributions. Any distributions we make will be at the discretion of our Board, who will consider, among other things, our earnings, cash flow, capital needs and general financial condition, as well as our desire to comply with the RIC requirements, which generally require us to make aggregate annual distributions to our shareholders of at least 90% of our net investment income. As a result, our distribution rates and payment frequency may vary from time to time and there is no assurance we will pay distributions in any particular amount, if at all. See “Description of our Common Shares” and “Certain U.S. Federal Income Tax Considerations.” |
The per share amount of distributions on Class I, Class D, Class F and Class S shares will generally differ because of different class-specific shareholder servicing and/or distribution fees that are deducted from the gross distributions for each share class.
Q: |
Can I reinvest distributions in the Fund? |
A: |
Yes, we have adopted a distribution reinvestment plan whereby shareholders (other than those located in specific states or who are clients of selected participating brokers, as outlined below) will have their cash distributions (net of applicable withholding taxes) automatically reinvested in additional shares of the same class of our Common Shares to which the distribution relates unless they elect to receive their distributions in cash. The purchase price for shares purchased under our distribution reinvestment plan will be equal to the then current NAV per share of the relevant class of Common Shares. Shareholders will not pay transaction related charges when purchasing shares under our distribution reinvestment plan, but all outstanding Class S, Class D and Class F shares, including those purchased under our distribution reinvestment plan, will be subject to ongoing servicing fees. |
Shareholders located in Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Mississippi, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Tennessee, Vermont and Washington, as well as those who are clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan, will automatically receive their distributions in cash unless they elect to participate in our distribution reinvestment plan and have their cash distributions reinvested in additional Common Shares. See “Description of Our Common Shares” and “Distribution Reinvestment Plan.”
14
Q: |
How can I change my distribution reinvestment plan election? |
A: |
Participants may terminate their participation in the distribution reinvestment plan or shareholders may elect to participate in our distribution reinvestment plan with five business days’ prior written notice by contacting our Transfer Agent, SS&C GIDS Inc. (“SS&C”), at HPS Corporate Lending Fund, c/o SS&C GIDS Inc., PO Box 219025, Kansas City, MO 64121-9025. |
Q: |
How will distributions be taxed? |
A: |
We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a RIC under the Code. A RIC is generally not subject to U.S. federal corporate income taxes on the net taxable income that it currently distributes to its shareholders. |
Distributions of ordinary income and of net short-term capital gains, if any, will generally be taxable to U.S. shareholders as ordinary income to the extent such distributions are paid out of our current or accumulated earnings and profits. Distributions, if any, of net capital gains properly reported as “capital gain dividends” will be taxable as long-term capital gains, regardless of the length of time the shareholder has owned our shares. A distribution of an amount in excess of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be treated by a shareholder as a return of capital which will be applied against and reduce the shareholder’s basis in his or her shares. To the extent that the amount of any such distribution exceeds the shareholder’s basis in his or her shares, the excess will be treated by the shareholder as gain from a sale or exchange of the shares. Distributions paid by us will generally not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend income received by
non-corporate
shareholders. Distributions will be treated in the manner described above regardless of whether such distributions are paid in cash or invested in additional shares pursuant to our distribution reinvestment plan. Shareholders receiving distributions in the form of additional shares will generally be treated as receiving a distribution in the amount of the fair market value of the distributed shares. The additional shares received by a shareholder pursuant to our distribution reinvestment plan will have a new holding period commencing on the day following the day on which the shares were credited to the shareholder’s account.
Because each investor’s tax position is different, you should consult with your tax advisor on the tax consequences to you of investing in the Fund. In particular,
non-U.S.
investors should consult their tax advisors regarding potential withholding taxes on distributions that they receive. See “Certain U.S. Federal Income Tax Considerations.” Q: |
Can I sell, transfer or otherwise liquidate my shares post purchase? |
A: |
The purchase of our Common Shares is intended to be a long-term investment. We do not intend to list our shares on a national securities exchange, and do not expect a public market to develop for our shares in the foreseeable future. We also do not intend to complete a liquidity event within any specific period, and there can be no assurance that we will ever complete a liquidity event. We intend to conduct quarterly share repurchase offers in accordance with the 1940 Act to provide limited liquidity to our shareholders. Our share repurchase program will be the only liquidity initiative that we offer to our shareholders. |
Because of the lack of a trading market for our shares, you may not be able to sell your shares promptly or at a desired price. If you are able to sell your shares, you may have to sell them at a discount to the purchase price of your shares.
Our Common Shares are freely transferable, except where a transfer is restricted by federal and state securities laws or by contract. We will generally not charge you to facilitate transfers of your shares, other than for necessary and reasonable costs actually incurred by us.
15
Q: |
Can I request that my shares be repurchased? |
A: |
Yes, subject to limitations. We have commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price equal to the NAV per share for the applicable class of shares on each date of repurchase. Our Board may amend or 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. As a result, share repurchases may not be available each quarter. Upon a suspension of our share repurchase program, our Board will consider at least quarterly whether the continued suspension of our share repurchase program remains in our best interest and the best interest of our shareholders. However, our Board is not required to authorize the recommencement of our share repurchase program within any specified period of time. Our Board may also determine to terminate our share repurchase program if required by applicable law or in connection with a transaction in which our shareholders receive liquidity for their Common Shares, such as a sale or merger of the Fund or listing of our Common Shares on a national securities exchange. |
Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we intend to limit the number of shares to be repurchased to no more than 5% of our outstanding Common Shares as of the last day of the immediately preceding quarter. In the event the number of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable.
Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect 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, at our discretion, 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 Fund for the benefit of remaining shareholders. We intend to conduct the 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. Most of our assets consist of instruments that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have sufficient liquid resources to make repurchase offers. In order to provide liquidity for share repurchases, we intend to generally maintain under normal circumstances an allocation to syndicated loans and other liquid investments. We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us 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 Fund as a whole, then we may choose to offer to repurchase fewer shares than described above, or none at all. See “Share Repurchase Program.”
Q: |
What fees do you pay to the Adviser? |
A: |
Pursuant to the Investment Advisory Agreement, the Adviser is responsible for, among other things, identifying investment opportunities, monitoring our investments and determining the composition of our portfolio. We pay the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee. |
16
| • | The management fee is 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 incentive fee consists of two components as follows: |
| • | The first part of the incentive fee is based on income, whereby we pay the Adviser quarterly in arrears 12.5% of its Pre-Incentive Fee Net Investment Income Returns (as defined below) for each calendar quarter subject to a 5.0% annualized hurdle rate, with a catch-up. |
| • | “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) accrued during the month, minus operating expenses for the month (including the management fee, taxes, any expenses payable under the Investment Advisory Agreement and an administration agreement with our administrator, any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred shares, 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. |
| • | The second part of the incentive fee is based on realized capital gains, whereby we pay the Adviser at the end of each calendar year in arrears 12.5% of cumulative realized capital gains 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. |
For purposes of computing the Fund’s incentive fee on income and the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if we owned the reference assets directly.
See “Investment Advisory Agreement and Administrative Agreement.”
Q: |
How will I be kept up to date about how my investment is doing? |
A: |
We and/or your financial advisor, participating broker or financial intermediary, as applicable, will provide you with periodic updates on the performance of your investment with us, including: |
| • | three quarterly financial reports and an annual report; |
| • | quarterly investor statements; |
| • | in the case of certain U.S. shareholders, an annual Internal Revenue Service (“IRS”) Form 1099-DIV or IRS Form 1099-B, if required, and, in the case of non-U.S. shareholders, an annual IRS Form 1042-S; and |
| • | confirmation statements (after transactions affecting your balance, except reinvestment of distributions in us and certain transactions through minimum account investment or withdrawal programs). |
Depending on legal requirements, we may post this information on our website, , when available, or provide this information to you via U.S. mail or other courier, electronic delivery, or some combination of the foregoing. Information about us is also available on the SEC’s website at . In addition, our monthly NAV per share will be posted on our website promptly after it has become available (in all cases prior to the twentieth business day of the following month).
www.hlend.com
www.sec.gov
17
Q: |
What type of tax reporting will I receive on the Fund, and when will I receive it? |
A: |
As promptly as possible after the end of each calendar year, we intend to send to each of our U.S. shareholders an annual IRS Form 1099-DIV or IRS Form 1099-B, if required, and, in the case of non-U.S. shareholders, an annual IRS Form 1042-S. |
Q: |
What are the tax implications for non-U.S. investors in the Fund? |
A: |
Because we are a corporation for U.S. federal income tax purposes, a non-U.S. investor in the Fund will generally not be treated as engaged in a trade or business in the U.S. solely as a result of investing in the Fund, unless the Fund is treated as a “United States real property holding corporation” for U.S. federal income tax purposes. Although there can be no assurance in this regard, we do not currently expect to be a United States real property holding corporation for U.S. federal income tax purposes. |
Subject to the exceptions described below, dividends paid to a
non-U.S.
investor in the Fund will generally be subject to a U.S. tax of 30% (or lower treaty rate), which will generally be withheld from such dividends. However, dividends paid by the Fund that are “interest-related dividends”, “capital gain dividends” or “short-term capital gain dividends” will generally be exempt from such withholding tax to the extent we properly report such dividends to shareholders. For these purposes, interest-related dividends, capital gain dividends and short-term capital gain dividends generally represent distributions of certain U.S.-source interest or capital gains that would not have been subject to U.S. federal withholding tax at source if received directly by a non-U.S.
investor, and that satisfy certain other requirements. Notwithstanding the above, the Fund may be required to withhold from dividends that are otherwise exempt from U.S. federal withholding tax (or taxable at a reduced treaty rate) unless the non-U.S.
investor certifies its status under penalties of perjury or otherwise establishes an exemption. A
non-U.S.
investor is generally exempt from U.S. federal income tax on capital gain dividends and any gains realized upon the sale or exchange of shares in the Fund. This section assumes that income from the Fund is not “effectively connected” with a U.S. trade or business carried on by a
non-U.S.
investor. Non-U.S.
investors, and in particular, non-U.S.
investors who are engaged in a U.S. trade or business, should consult with their tax advisors on the consequences to them of investing in the Fund. See “Certain U.S. Federal Income Tax Considerations.” Q: |
What are the tax implications for tax-exempt U.S. investors in the Fund? |
A: |
Because we are a corporation for U.S. federal income tax purposes, U.S. tax-exempt investors in the Fund will generally not derive “unrelated business taxable income” for U.S. federal income tax purposes (“UBTI”) solely as a result of their investment in the Fund. A U.S. tax-exempt investor, however, may derive UBTI from its investment in the Fund if the investor incurs indebtedness in connection with its purchase of shares in the Fund. Tax-exempt investors should consult their tax advisors with respect to the consequences of investing in the Fund. |
Q: |
What is the difference between the four classes of Common Shares being offered? |
A: |
We are offering to the public four classes of Common Shares—Class S shares, Class D shares, Class I shares and Class F shares. The differences among the share classes relate to ongoing shareholder servicing and/or distribution fees, with Class S shares, Class D shares and Class F shares subject to ongoing and shareholder servicing and/or distribution fee of 0.85%, 0.25% and 0.50%, respectively and Class I shares not subject to a shareholder servicing and/or distribution fee. In addition, although neither the Fund nor the Managing Dealer will charge upfront sales loads with respect to Class S shares, Class D shares, Class I shares or Class F shares, if you buy Class S shares, Class D shares, Class I shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit |
18
| such charges to a 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares, a 2.0% cap on NAV for Class I shares and a 2.0% cap on NAV for Class F shares. See “Description of Our Common Shares” and “Plan of Distribution” in our N-2 registration statement for a discussion of the differences between our Class S, Class D, Class I and Class F shares. See “Description of Our Common Shares” and “Plan of Distribution” for a discussion of the differences between our Class S, Class D, Class I and Class F shares. |
Assuming a constant net asset value per share of $25.00, we expect that a
one-time
investment in 400 shares of each class of our shares (representing an aggregate net asset value of $10,000 for each class) would be subject to the following shareholder servicing and/or distribution fees: Annual Shareholder Servicing and/or Distribution Fees |
Total Over Five Years |
|||||||
Class S |
$ | 85 | $ | 425 | ||||
Class D |
$ | 25 | $ | 125 | ||||
Class I |
$ | 0 | $ | 0 | ||||
Class F |
$ | 50 | $ | 250 | ||||
Class S shares are available through brokerage and transaction-based accounts. Class D shares are generally available for purchase in this offering only (1) through
fee-based
programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class D shares, (2) through participating brokers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/ brokerage platforms at participating brokers, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) other categories of investors that we name in an amendment or supplement to this prospectus. Class F shares are generally available for purchase in this offering only through the participating broker with whom the Fund was launched on an exclusive basis in 2022 (the “Founding Distributor”). In this context, Class F Shares can be purchased (1) through fee-based
programs, also known as wrap accounts, sponsored by the Founding Distributor, (2) in instances where the Founding Distributor has alternative fee arrangements with its clients to provide access to Class F shares, (3) through transaction/brokerage platforms at the Founding Distributor, or (4) by other categories of investors that we name in an amendment or supplement to this prospectus. Class I shares are generally available for purchase in this offering only (1) through fee-based
programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class I shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating brokers that have alternative fee arrangements with their clients to provide access to Class I shares, (4) through transaction/brokerage platforms at participating brokers, (5) by our executive officers and Trustees and their immediate family members, as well as officers and employees of the Adviser or other affiliates and their immediate family members, and, if approved by our Board, joint venture partners, consultants and other service providers, or (6) by other categories of investors that we name in an amendment or supplement to this prospectus. In certain cases, where a holder of Class S, Class D or Class F shares exits a relationship with a participating broker for this offering and does not enter into a new relationship with a participating broker for this offering, such holder’s shares may be exchanged into an equivalent NAV amount of Class I shares. We may also offer Class I shares to certain feeder vehicles primarily created to hold our Class I shares, which in turn offer interests in themselves to investors; we expect to conduct such offerings pursuant to exceptions to registration under the Securities Act and not as a part of this offering. Such feeder vehicles may have additional costs and expenses, which would be disclosed in connection with the offering of their interests. We may also offer Class I shares to other investment vehicles. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of Common Shares you may be eligible to purchase. If you are eligible to purchase all four classes of shares, you should be aware that Class I shares have no shareholder servicing or distribution fees, which will reduce the NAV or distributions of the other share
19
classes. However, Class I shares do not receive shareholder services. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of Common Shares you may be eligible to purchase.
Q: |
Are there ERISA considerations in connection with investing in the Fund? |
A: |
We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under the ERISA, and certain U.S. Department of Labor regulations promulgated thereunder, as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”). In this regard, generally, we intend to take one of the following approaches: (1) in the event that each class of Common Shares is considered a “publicly-offered security” within the meaning of the Plan Asset Regulations (“Publicly-Offered Security”), we will not limit “benefit plan investors” from investing in the Common Shares, and (2) in the event one or more classes of Common Shares does not constitute a Publicly-Offered Security, (a) we will limit investment in each class of Common Shares by “benefit plan investors” to less than 25% of the total value of each class of our Common Shares, within the meaning of the Plan Asset Regulations (including any class that constitutes a Publicly-Offered Security), or (b) we will prohibit “benefit plan investors” from owning any class that does not constitute a Publicly-Offered Security. |
In addition, each prospective investor that is, or is acting on behalf of any individual retirement account, employee benefit plan, or similar plan or account that is subject to ERISA, or any entity whose underlying assets are considered to include the foregoing (each a “Plan”), must independently determine that our Common Shares are an appropriate investment for the Plan, taking into account its obligations under ERISA, and applicable similar laws, and the facts and circumstances of each investing Plan.
Prospective investors should carefully review the matters discussed under “Risk Factors” and “Restrictions on Share Ownership” and should consult with their own advisors as to the consequences of making an investment in the Fund.
Q: |
What is the role of the Fund’s Board of Trustees? |
A: |
We operate under the direction of our Board, the members of which are accountable to us and our shareholders as fiduciaries. We have six Trustees, four of whom have been determined to be independent of us, the Adviser and its affiliates (“Independent Trustees”). Our Independent Trustees are responsible for, among other things, reviewing the performance of the Adviser, approving the compensation paid to the Adviser and its affiliates, oversight of the valuation process used to establish the Fund’s NAV and oversight of the investment allocation process to the Fund. The names and biographical information of our Trustees are provided under “Management of the Fund—Trustees and Executive Officers.” |
Q: |
Are there any risks involved in buying your shares? |
A: |
Investing in our Common Shares involves a high degree of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objective and, therefore, you should purchase our shares only if you can afford a complete loss of your investment. An investment in our Common Shares involves significant risks and is intended only for investors with a long-term investment horizon and who do not require immediate liquidity or guaranteed income. Some of the more significant risks relating to an investment in our Common Shares include those listed below: |
| • | We have limited prior operating history and there is no assurance that we will achieve our investment objective. |
| • | You should not expect to be able to sell your shares regardless of how we perform. |
| • | You should consider that you may not have access to the money you invest for an extended period of time. |
20
| • | We do not intend to list our shares on any securities exchange, and we do not expect a secondary market in our shares to develop prior to any listing. |
| • | Because you may be unable to sell your shares, you will be unable to reduce your exposure in any market downturn. |
| • | We have implemented a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant restrictions. |
| • | An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program.” |
| • | You will bear substantial fees and expenses in connection with your investment. See “Fees and Expenses.” |
| • | We cannot guarantee that we will make distributions, and if we do, we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, or return of capital, and although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources. A return of capital (1) is a return of the original amount invested, (2) does not constitute earnings or profits and (3) will have the effect of reducing a shareholder’s tax basis such that when a shareholder sells its shares the sale may be subject to taxes even if the shares are sold for less than the original purchase price. |
| • | Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Adviser or its affiliates, that may be subject to reimbursement to the Adviser or its affiliates. The repayment of any amounts owed to the Adviser or its affiliates will reduce future distributions to which you would otherwise be entitled. |
| • | We use and continue to expect to use leverage, which will magnify the potential for loss on amounts invested and may increase the risk of investing in us. The risks of investment in a highly leverage fund include volatility and possible distribution restrictions. |
| • | We invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. |
Q: |
Do you currently own any investments? |
A: |
Yes. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements included herein, our periodic reports under the Exchange Act and www.hlend.com |
Q: |
What is a “best efforts” offering? |
A: |
Our Common Shares are offered on a “best efforts” basis. A “best efforts” offering means the Managing Dealer and the participating brokers are only required to use their best efforts to sell the shares. When shares are offered to the public on a “best efforts” basis, no underwriter, broker or other person has a firm commitment or obligation to purchase any of the shares. Therefore, we cannot guarantee that any minimum number of shares will be sold. |
Q: |
What is the expected term of this offering? |
A: |
We have registered a total of $30,000,000,000 in Common Shares and have sold approximately $13.0 billion in Common Shares as of December 1, 2025. It is our intent, however, to conduct a continuous offering for an extended period of time, by filing for additional offerings of our shares, subject to regulatory approval and continued compliance with the rules and regulations of the SEC and applicable state laws. |
21
We endeavor to take all reasonable actions to avoid interruptions in the continuous offering of our Common Shares. There can be no assurance, however, that we will not need to suspend our continuous offering while the SEC and, where required, state securities regulators, review such filings for additional offerings of our Common Shares until such filings are declared effective, if at all.
Q: |
What is a regulated investment company, or RIC? |
A: |
We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a RIC under the Code. |
In general, a RIC is a company that:
| • | is a BDC or registered investment company that combines the capital of many investors to acquire securities; |
| • | offers the benefits of a securities portfolio under professional management; |
| • | s |
| • | is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently distributes to its shareholders, which substantially eliminates the “double taxation” ( i.e. |
Q: |
Who administers the Fund? |
A: |
HPS (the “Administrator”) provides or oversees the performance of administrative and compliance services. We reimburse the Administrator for its costs, expenses and our allocable portion of compensation (including salaries, bonuses and benefits) of the Administrator’s personnel and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the North American Securities Administrators Association’s Omnibus Guidelines Statement of Policy, as amended from time to time (the “Omnibus Guidelines”)) of the Administrator. See “Investment Advisory Agreement and Administration Agreement—Administration Agreement.” |
Q: |
What are the offering and servicing costs? |
A: |
Neither the Fund nor the Managing Dealer will charge upfront sales load with respect to Class S shares, Class D shares, Class I or Class F shares; however, if you buy Class S shares, Class D shares, Class I shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares, a 2.0% cap on NAV for Class I shares and a 2.0% cap on NAV for Class F shares. Please consult your selling agent for additional information. |
Subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation, we pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV, (b) for Class D shares, a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV, and (c) for Class F shares, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV, in each case payable on a monthly basis in arrears as of the first calendar day of the month. No shareholder servicing or distribution fees are paid with respect to the Class I shares. The shareholder servicing and/or distribution fees are payable to the Managing Dealer, but
22
the Managing Dealer anticipates that all or a portion of the shareholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating brokers. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We also pay or reimburse certain organization and offering expenses, including, subject to FINRA limitations on underwriting compensation, certain wholesaling expenses. See “Plan of Distribution” and “Use of Proceeds.” The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering.
As our investment adviser prior to June 30, 2023, HPS agreed to advance all of our organization and offering expenses on our behalf (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of our participating brokers, reasonable bona fide due diligence expenses of participating brokers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of our escrow agent and transfer agent, fees to attend retail seminars sponsored by participating brokers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, brokers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing and/or distribution fee) through February 3, 2022, the date on which we broke escrow for our initial offering of Common Shares. On such date, the Fund became obligated to reimburse HPS for such advanced expenses and HPS subsequently requested reimbursement of these expenses and was paid pursuant to the Expense Support and Conditional Reimbursement Agreement we previously entered into with HPS. After such date, the Fund bears all such expenses, subject to the Expense Support and Conditional Reimbursement Agreement it has entered into with the Adviser (the “Expense Support Agreement”) and the expense support and conditional reimbursement agreement it previously entered into with HPS (for such expenses incurred prior to June 30, 2023) (the “Prior Expense Support Agreement” and together with the Expense Support Agreement, the “Expense Support Agreements”). Pursuant to the Expense Support Agreements, HPS was, and the Adviser is, obligated to advance all of our Other Operating Expenses (as defined below) to the effect that such expenses do not exceed 1.00% (on an annualized basis) of the Fund’s NAV. We were and are obligated to reimburse HPS and the Adviser, respectively, for such advanced expenses only if certain conditions are met. See “Plan of Distribution” and “Expense Support and Conditional Reimbursement Agreement.” For purposes hereof, “Other Operating Expenses” means our total organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including our allocable portion of compensation (including salaries, bonuses and benefits), overhead and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator).
Q: |
What are our expected operating expenses? |
A: |
We expect to incur operating expenses in the form of our management and incentive fees, shareholder servicing and/or distribution fees, interest expense on our borrowings and other expenses, including the fees we pay to our Administrator. See “Fees and Expenses.” |
Q: |
What are our policies related to conflicts of interests with the Adviser and its affiliates? |
A: |
The Adviser and its affiliates are subject to certain conflicts of interest with respect to the services the Adviser and the Administrator provide for us. These conflicts arise primarily from the involvement of the Adviser, HPS and certain of their affiliates (including BlackRock) in other activities that may conflict with our activities. You should be aware that individual conflicts will not necessarily be resolved in favor of our interest. |
23
| • | Conflicts of Interest Generally. co-investment order from the SEC. Subject to the limitations of the 1940 Act, the Fund 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 funds and accounts sponsored or managed by the Adviser, HPS and/or certain of their affiliates. |
| • | Relationship among the Fund, the Adviser and the Investment Team |
HPS or its affiliates, principals or employees (including, for the avoidance of doubt, BlackRock (including its subsidiaries and other affiliated entities, funds and accounts), the “Affiliated Group”) will invest for their own accounts and manage accounts for other individuals or entities, including entities in which the Affiliated Group or its trustees or employees may hold an interest, either directly in managed accounts or indirectly through investments in private investment entities. Any of such accounts will pay different fees, invest with leverage or utilize different investment strategies than the Fund. In addition, the Fund may enter into transactions with such accounts, and the Affiliated Group may invest in the same securities and instruments on behalf of such accounts that the Fund invests in, in each case to the extent permitted by the 1940 Act. The Affiliated Group or its personnel will have income or other incentives to favor such accounts.
| • | Co-Investment Transactions.co-invest with certain other persons, including, but not limited to, certain affiliated accounts managed and controlled by the Adviser. Subject to the 1940 Act and the conditions of the co-investment order issued by the SEC, the Fund may, under certain circumstances, co-invest with certain affiliated accounts in investments that are suitable for the Fund and one or more of such affiliated accounts. Even though the Fund and any such affiliated account co-invest in the same securities, any of these co-investment opportunities may give rise to conflicts of interest or perceived conflicts of interest among the Fund and the other participating funds and/or accounts. To mitigate these conflicts, the Adviser and its affiliates managing other funds and accounts participating in transactions under the order will seek to allocate such transactions for all of the participating investment accounts, including the Fund, on a fair and equitable basis and in accordance with their respective allocation policies. |
To the extent consistent with applicable law and/or exemptive relief issued to the Fund or its affiliates, in addition to such
co-investments,
the Fund, an affiliate and/or an affiliated account may, as part of unrelated transactions, invest in either the same or different tiers of a portfolio company’s capital structure or in an affiliate of such portfolio company. To the extent the Fund holds investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority) than those held by an affiliate of the Adviser or an affiliated account, the Adviser may be presented with decisions when the interests of the two co-investors
are in conflict. 24
| • | Competition among the Accounts Sponsored or Managed by HPS and Its Affiliates |
Conflicts could arise after the Affiliated Group Account, on the one hand, and the Fund, on the other hand, make investments in the same issuer with respect to the issuer’s strategy, growth and financing alternatives and with respect to the manner and timing of the Fund’s exit from the investment compared to the Affiliated Group Account’s exit. The Affiliated Group Accounts may make decisions that are more beneficial to themselves than to the Fund. Further, investments may benefit one or more of the Affiliated Group Accounts disproportionately to their benefit to the Fund. Conversely, the interests of one or more of the Affiliated Group Accounts in one or more investments may, in the future, be adverse to that of the Fund, and the Adviser may be incentivized not to undertake certain actions on behalf of the Fund in connection with such investments, including the exercise of certain rights the Fund may have, in view of the investment by the Affiliated Group in such investments.
In addition, subject to applicable law, the Affiliated Group and one or more Affiliated Group Accounts (including the Fund), expect to invest, from time to time, in different instruments or classes of securities of the same issuer, including where the Fund and/or any Affiliated Group Account control the majority of such instrument or class of securities. In these circumstances, actions taken on behalf of the Fund may be adverse to the mezzanine investors, and vice versa, creating a conflict of interest for the Adviser, HPS or their affiliates. In addition, if an Affiliated Group Account holds voting securities (for example, equity) of an issuer in which the Fund holds , regarding whether an Affiliate Group Account agrees to waive certain covenants or make certain amendments). Conversely, if the Fund holds voting securities of an issuer, the Adviser’s vote on behalf of the Fund on a matter may end up benefiting Affiliated Group Accounts and harming the Fund, especially with the benefit of hindsight (, if the Fund agrees to certain covenants, waivers or amendments, but the issuer and the Fund’s investment in such issuer end up getting further impaired).
non-voting
securities (for example, secured debt) of such issuer, HPS, the Adviser or an affiliate, acting on behalf of such Affiliated Group Account may vote on certain matters in a manner that has an adverse effect on the positions held by the Fund (e.g.
e.g.
For the foregoing reasons, among others, the Affiliated Group and its portfolio managers, including the Investment Team, are generally expected to have a conflict of interest between acting in the best interests of the Fund and such other Affiliated Group Accounts. The Adviser, HPS and certain of their affiliates have developed policies and procedures to serve as the general framework when allocating investment opportunities and making acquisition and disposition decisions among the Fund, HPS’s clients, such affiliates’ clients and the Adviser’s other clients. Such framework seeks to provide for the fair and equitable allocation among similarly managed clients of HPS, the Adviser and such affiliates, based on an allocation methodology that HPS, the Adviser and such affiliates consider, in their sole discretion and consistent with their fiduciary obligations to their clients, to be reasonable.
Future investment activities by the Adviser on behalf of other clients, HPS on behalf of its clients and such affiliates’ on behalf of their clients may give rise to additional conflicts of interest and demands on the Adviser’s, HPS’s and such affiliates’ time and resources.
See “Conflicts of Interest” for additional information about conflicts of interest that could impact the Fund.
Q: |
Who can help answer my questions? |
A: |
If you have more questions about this offering or if you would like additional copies of this prospectus, you should contact your financial advisor or our transfer agent at HPS Corporate Lending Fund, c/o SS&C GIDS Inc., 430 W 7th Street, Suite 219025, Kansas City, MO 64105-1407. |
25
FEES AND EXPENSES
Class S Shares |
Class F Shares |
Class D Shares |
Class I Shares |
|||||||||||||
| Shareholder transaction expense ( |
||||||||||||||||
| Maximum sales load (1) |
% | % | % | % | ||||||||||||
| Maximum Early Repurchase Deduction (2) |
.0 | % | % | % | % | |||||||||||
| Annual expenses ( (3) |
||||||||||||||||
| Base management fees (4) |
% | % | % | % | ||||||||||||
| Incentive fees (5) |
% | % | % | % | ||||||||||||
| Shareholder servicing and/or distribution fees (6) |
% | % | % | % | ||||||||||||
| Interest payment on borrowed funds (7) |
% | % | % | % | ||||||||||||
| Other expenses (8) |
% | % | % | % | ||||||||||||
| Total annual expenses |
% | % | % | % |
| (1) | Neither the Fund nor the Managing Dealer will charge upfront sales load with respect to Class S shares, Class D shares, Class I shares or Class F shares; however, if you buy Class S shares, Class D shares, Class I shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares, a 2.0% cap on NAV for Class I shares and a 2.0% cap on NAV for Class F shares. Please consult your selling agent for additional information. |
| (2) | Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect 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 subject to a fee of 2.0% of such NAV. 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, at our discretion, 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 Fund for the benefit of remaining shareholders. |
(3) |
The average of total net assets for the nine months ended September 30, 2025, which is employed as the denominator for expense ratio computation, was $10.5 billion. |
| (4) | |
| (5) | We may have capital gains and investment income that could result in the payment of an incentive fee. The incentive fees included in the table above are based on actual annualized income. The incentive fees, if any, are divided into two parts: |
| • | The first part of the incentive fee is based on income, whereby we pay the Adviser quarterly in arrears 12.5% of our Pre-Incentive Fee Net Investment Income Returns (as defined below) for each calendar quarter subject to a 5.0% annualized hurdle rate, with a catch-up. |
2
6
| • | The second part of the incentive fee is based on realized capital gains, whereby we pay the Adviser at the end of each calendar year in arrears 12.5% of cumulative realized capital gains 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. |
The incentive fee referenced in the table above is based on actual amounts of the income component of the incentive fee payable under the Investment Advisory Agreement during the nine months ended September 30, 2025, annualized for a full year. As we cannot predict whether we will meet the necessary performance targets with respect to the capital gains component of the incentive fee, we have assumed no such fees for this table. If we were to achieve a total return of 5.0% in a calendar year made up of entirely realized capital gains net of all realized capital losses and unrealized capital depreciation, an incentive fee equal to 0.63% of our net assets would be payable. See “Investment Advisory Agreement and Administration Agreement” for more information concerning the incentive fees.
| (6) | Subject to FINRA limitations on underwriting compensation, we pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV, (b) for Class D shares, a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV, and (c) for Class F shares, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV, in each case payable on a monthly basis in arrears as of the first calendar day of the month. No shareholder servicing or distribution fees are paid with respect to the Class I shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We will cease paying the shareholder servicing and/or distribution fee 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) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, as required by exemptive relief that allows us to offer multiple classes of shares, 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 and the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fee on either ( i) eac h 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. We may modify this requirement if permitted by applicable exemptive relief. 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 shares or Class F shares. See “Plan of Distribution” and “Use of Proceeds.” The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. |
| (7) | We may borrow funds to make investments, including before we have fully invested the proceeds of this continuous offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by shareholders. The interest payment on borrowed funds referenced in the table above is based on actual amounts of the interest payment on borrowed funds (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts) incurred during the nine months ended September 30, 2025, annualized for a full year, divided by our average net assets for the nine months ended September 30, 2025. Our ability to incur leverage depends, in large part, the amount of money we are able to raise through the sale of shares registered in this offering and the availability of financi ng in the market. |
2
7
(8) |
“Other expenses” include accounting, legal and auditing fees, custodian and transfer agent fees, reimbursement of expenses to our Administrator, organization and offering expenses, insurance costs, excise taxes and fees payable to our Trustees, as discussed in “Investment Advisory Agreement and Administration Agreement.” Other expenses represent the annual other expenses of the Fund and its subsidiaries based on actual amounts of other expenses incurred during the nine months ended September 30, 2025, annualized for a full year (except for excise tax), divided by our average net assets for the nine months ended September 30, 2025. |
We have entered into the Expense Support Agreement with the Adviser. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance all of our Other Operating Expenses (each, a “Required Expense Payment”) to the effect that such expenses do not exceed 1.00% (on an annualized basis) of the Fund’s NAV. Any Required Expense Payment must be paid by the Adviser to us in any combination of cash or other immediately available funds and/or offset against amounts due from us to the Adviser or its affiliates. The Adviser may elect to pay certain additional expenses on our behalf (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 shareholder servicing and/or distribution fees of the Fund. Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to us 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 us to the Adviser or its affiliates. The Adviser will be entitled to reimbursement of an Expense Payment from us if Available Operating Funds (as defined below under “Expense Support and Conditional Reimbursement Agreement”) exceed the cumulative distributions accrued to the Fund’s shareholders, among other conditions. See “Expense Support and Conditional Reimbursement Agreement” for additional information regarding the Expense Support Agreement. Because the Adviser’s obligation to make Voluntary Expense Payments is voluntary, the table above does not reflect the impact of any Voluntary Expense Payments from the Adviser.
Example:
We have provided an example of the projected dollar amount of total expenses that would be incurred over various periods with respect to a hypothetical $1,000 investment in each class of our Common Shares. In calculating the following expense amounts, we have assumed that: (1) that our annual operating expenses and offering expenses remain at the levels set forth in the table above, after application of the Adviser’s obligation to make Required Expense Payments as described above, except to reduce annual expenses upon completion of organization and offering expenses, (2) that the annual return after management fees and other expenses, but before incentive fees is 5.0%, (3) that the net return after payment of incentive fees is distributed to shareholders net of the shareholder servicing and/or distributions fees and such amount is reinvested at NAV and (4) your
financial
intermediary does not directly charge you transaction or other fees.
Class S shares
1 Year |
3 Years |
5 Years |
10 Years |
|||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income: |
$ | $ | $ | $ | ||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains: |
$ | $ | $ | $ | ||||||||||||
2
8
Class F shares
1 Year |
3 Years |
5 Years |
10 Years |
|||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income: |
$ | $ | $ | $ | ||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains: |
$ | $ | $ | $ | ||||||||||||
Class D shares
1 Year |
3 Years |
5 Years |
10 Years |
|||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income: |
$ | $ | $ | $ | ||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains: |
$ | $ | $ | $ | ||||||||||||
Class I shares
1 Year |
3 Years |
5 Years |
10 Years |
|||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income: |
$ | $ | $ | $ | ||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains: |
$ | $ | $ | $ | ||||||||||||
While the examples assume a 5.0% annual return on investment after management fees and expenses, but before incentive fees, our performance will vary and may result in an annual return that is greater or less than this. If we achieve sufficient returns on our investments to trigger a quarterly incentive fee on income and/or if we achieve net realized capital gains in excess of 5.0%, both our returns to our shareholders and our expenses would be higher. See “Investment Advisory Agreement and Administration Agreement” for information concerning incentive fees.
These examples should not be considered a representation of your future expenses.
29
FINANCIAL HIGHLIGHTS
The following table of financial highlights is intended to help a prospective investor understand the Fund’s financial performance for the periods shown. The financial data set forth in the following table as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 are derived from our consolidated financial statements, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm whose report thereon is included in this prospectus or the Fund’s Annual Report on Form or upon request. The financial data at and for the nine months ended September 30, 2025 has been derived from unaudited financial data. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus.
10-K
for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022, which may be obtained from www.sec.gov
The following are the financial highlights for the nine months ended September 30, 2025:
Nine Months Ended September 30, 2025 |
||||||||||||||||
Class I |
Class D |
Class F |
Class S |
|||||||||||||
| Per Share Data: |
||||||||||||||||
| Net asset value, beginning of period |
$ |
25.59 |
$ |
25.59 |
$ |
25.59 |
$ |
25.59 |
||||||||
| Net investment income (1) |
1.98 |
1.94 |
1.89 |
1.82 |
||||||||||||
| Net unrealized and realized gain (loss) (2) |
(0.36 |
) |
(0.37 |
) |
(0.37 |
) |
(0.37 |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net increase (decrease) in net assets resulting from operations |
1.62 |
1.57 |
1.52 |
1.45 |
||||||||||||
| Distributions from net investment income (3) |
(1.94 |
) |
(1.89 |
) |
(1.84 |
) |
(1.77 |
) | ||||||||
| Distributions from net realized gains (3) |
— |
— |
— |
— |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net increase (decrease) in net assets from shareholders’ distributions |
(1.94 |
) |
(1.89 |
) |
(1.84 |
) |
(1.77 |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Early repurchase deduction fees (6) |
0.00 |
0.00 |
0.00 |
0.00 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total increase (decrease) in net assets |
(0.32 |
) |
(0.32 |
) |
(0.32 |
) |
(0.32 |
) | ||||||||
| Net asset value, end of period |
$ |
25.27 |
$ |
25.27 |
$ |
25.27 |
$ |
25.27 |
||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Shares outstanding, end of period |
169,350,179 |
46,455,932 |
217,600,686 |
30,283,318 |
||||||||||||
| Total return based on NAV (4) |
6.55 |
% |
6.35 |
% |
6.16 |
% |
5.88 |
% | ||||||||
| Ratios: |
||||||||||||||||
| Ratio of net expenses to average net assets (5) |
9.00 |
% |
9.23 |
% |
9.49 |
% |
9.87 |
% | ||||||||
| Ratio of net investment income to average net assets (5) |
10.40 |
% |
10.17 |
% |
9.91 |
% |
9.56 |
% | ||||||||
| Portfolio turnover rate |
8.32 |
% |
8.32 |
% |
8.32 |
% |
8.32 |
% | ||||||||
| Supplemental Data: |
||||||||||||||||
| Net assets, end of period |
$ |
4,280,282 |
$ |
1,174,151 |
$ |
5,499,754 |
$ |
765,408 |
||||||||
| Asset coverage ratio |
195.8 |
% |
195.8 |
% |
195.8 |
% |
195.8 |
% | ||||||||
(1) |
The per share data was derived by using the weighted average shares outstanding during the period. |
3
0
| (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 distributions are reinvested in accordance with the Fund’s distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any. |
| (5) | For the nine months ended September 30, 2025, amounts are annualized except for excise tax and capital gains incentive fee. |
| (6) | The per share amount rounds to less than $0.01 per share. |
The following are the financial highlights for the nine months ended September 30, 2024:
Nine Months Ended September 30, 2024 |
||||||||||||||||
Class I |
Class D |
Class F |
Class S |
|||||||||||||
| Per Share Data: |
||||||||||||||||
| Net asset value, beginning of period |
$ | 25.06 | $ | 25.06 | $ | 25.06 | $ | 25.06 | ||||||||
| Net investment income (1) |
2.10 | 2.06 | 2.01 | 1.91 | ||||||||||||
| Net unrealized and realized gain (loss) (2) |
0.34 | 0.33 | 0.33 | 0.36 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net increase (decrease) in net assets resulting from operations |
2.44 | 2.39 | 2.34 | 2.27 | ||||||||||||
| Distributions from net investment income (3) |
(1.94 | ) | (1.89 | ) | (1.84 | ) | (1.77 | ) | ||||||||
| Distributions from net realized gains (3) |
— | — | — | — | ||||||||||||
| Net increase (decrease) in net assets from shareholders’ distributions |
(1.94 | ) | (1.89 | ) | (1.84 | ) | (1.77 | ) | ||||||||
| Early repurchase deduction fees (6) |
0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total increase (decrease) in net assets |
0.50 | 0.50 | 0.50 | 0.50 | ||||||||||||
| Net asset value, end of period |
$ | 25.56 | $ | 25.56 | $ | 25.56 | $ | 25.56 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Shares outstanding, end of period |
90,221,882 | 41,876,118 | 163,937,746 | 12,508,512 | ||||||||||||
| Total return based on NAV (4) |
10.02 | % | 9.82 | % | 9.62 | % | 9.33 | % | ||||||||
| Ratios: |
||||||||||||||||
| Ratio of net expenses to average net assets (5) |
8.82 | % | 9.09 | % | 9.35 | % | 9.57 | % | ||||||||
| Ratio of net investment income to average net assets (5) |
11.06 | % | 10.84 | % | 10.61 | % | 10.05 | % | ||||||||
| Portfolio turnover rate |
16.65 | % | 16.65 | % | 16.65 | % | 16.65 | % | ||||||||
| Supplemental Data: |
||||||||||||||||
| Net assets, end of period |
$ | 2,306,380 | $ | 1,070,491 | $ | 4,190,766 | $ | 319,763 | ||||||||
| Asset coverage ratio |
242.5 | % | 242.5 | % | 242.5 | % | 242.5 | % | ||||||||
31
| (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 distributions are reinvested in accordance with the Fund’s distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any. |
| (5) | For the nine months ended September 30, 2024, amounts are annualized except for excise tax and capital gains incentive fee. |
| (6) | The per share amount rounds to less than $0.01 per share. |
The following are the financial highlights for the year ended December 31, 2024:
Year Ended December 31, 2024 |
||||||||||||||||
Class I |
Class D |
Class F |
Class S |
|||||||||||||
Per Share Data: |
||||||||||||||||
Net asset value, beginning of period |
$ | 25.06 | $ | 25.06 | $ | 25.06 | $ | 25.06 | ||||||||
Net investment income (1) |
2.77 | 2.72 | 2.66 | 2.52 | ||||||||||||
Net unrealized and realized gain (loss) (2) |
0.34 | 0.33 | 0.32 | 0.37 | ||||||||||||
Net increase (decrease) in net assets resulting from operations |
3.11 | 3.05 | 2.98 | 2.89 | ||||||||||||
Distributions from net investment income (3) |
(2.58 | ) | (2.52 | ) | (2.45 | ) | (2.36 | ) | ||||||||
Distributions from net realized gains (3) |
— | — | — | — | ||||||||||||
Net increase (decrease) in net assets from shareholders’ distributions |
(2.58 | ) | (2.52 | ) | (2.45 | ) | (2.36 | ) | ||||||||
Early repurchase deduction fees (5) |
— | — | — | — | ||||||||||||
Total increase (decrease) in net assets |
0.53 | 0.53 | 0.53 | 0.53 | ||||||||||||
Net asset value, end of period |
$ | 25.59 | $ | 25.59 | $ | 25.59 | $ | 25.59 | ||||||||
Shares outstanding, end of period |
106,227,563 | 43,120,380 | 176,150,014 | 15,868,679 | ||||||||||||
Total return based on NAV (4) |
12.95 | % | 12.67 | % | 12.39 | % | 12.01 | % | ||||||||
Ratios: |
||||||||||||||||
Ratio of net expenses to average net assets |
8.78 | % | 9.05 | % | 9.31 | % | 9.54 | % | ||||||||
Ratio of net investment income to average net assets |
10.82 | % | 10.62 | % | 10.39 | % | 9.83 | % | ||||||||
Portfolio turnover rate |
21.21 | % | 21.21 | % | 21.21 | % | 21.21 | % | ||||||||
Supplemental Data: |
||||||||||||||||
Net assets, end of period |
$ | 2,717,857 | $ | 1,103,246 | $ | 4,506,823 | $ | 406,006 | ||||||||
Asset coverage ratio |
216.3 | % | 216.3 | % | 216.3 | % | 216.3 | % | ||||||||
| (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. Net Assets |
32
| elsewhere in this prospectus). |
| (4) | Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming distributions are reinvested in accordance with the Fund’s distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fees, if any. |
| (5) | The per share amount rounds to less than $0.01 per share. |
The following are the financial highlights for the years ended December 31, 2023 and December 31, 2022:
For the Years Ended December 31, |
||||||||||||||||||||||||||||
2023 |
2022 |
|||||||||||||||||||||||||||
Class I |
Class D |
Class F |
Class S (8) |
Class I |
Class D |
Class F |
||||||||||||||||||||||
Per Share Data: |
||||||||||||||||||||||||||||
Net asset value, beginning of period |
$ | 23.88 | $ | 23.88 | $ | 23.88 | $ | 25.11 | $ | 25.00 | $ | 25.00 | $ | 25.00 | ||||||||||||||
Net investment income (1) |
2.86 | 2.80 | 2.74 | 0.63 | 2.21 | 2.19 | 2.20 | |||||||||||||||||||||
Net unrealized and realized gain (loss) (2) |
1.09 | 1.09 | 1.08 | 0.06 | (1.50 | ) | (1.49 | ) | (1.51 | ) | ||||||||||||||||||
Net increase (decrease) in net assets resulting from operations |
3.95 | 3.89 | 3.82 | 0.69 | 0.71 | 0.70 | 0.69 | |||||||||||||||||||||
Distributions from net investment income (3) |
(2.77 | ) | (2.71 | ) | (2.64 | ) | (0.74 | ) | (1.83 | ) | (1.82 | ) | (1.81 | ) | ||||||||||||||
Distributions from net realized gains (3) |
— | — | — | — | — | — | — | |||||||||||||||||||||
Net increase (decrease) in net assets from shareholders’ distributions |
(2.77 | ) | (2.71 | ) | (2.64 | ) | (0.74 | ) | (1.83 | ) | (1.82 | ) | (1.81 | ) | ||||||||||||||
Early repurchase deduction fees (7) |
— | — | — | — | — | — | — | |||||||||||||||||||||
Total increase (decrease) in net assets |
1.18 | 1.18 | 1.18 | (0.05 | ) | (1.12 | ) | (1.12 | ) | (1.12 | ) | |||||||||||||||||
Net asset value, end of period |
$ | 25.06 | $ | 25.06 | $ | 25.06 | $ | 25.06 | $ | 23.88 | $ | 23.88 | $ | 23.88 | ||||||||||||||
Shares outstanding, end of period |
52,457,511 | 28,192,719 | 125,381,461 | 857,879 | 35,101,879 | 17,538,259 | 92,059,512 | |||||||||||||||||||||
Total return based on NAV (4) |
17.28 | % | 16.99 | % | 16.70 | % | 2.78 | % | 2.93 | % | 2.89 | % | 2.85 | % | ||||||||||||||
Ratios: |
||||||||||||||||||||||||||||
Ratio of net expenses to average net assets (5)(6) |
9.68 | % | 10.02 | % | 10.18 | % | 10.68 | % | 3.11 | % | 3.09 | % | 3.28 | % | ||||||||||||||
Ratio of net investment income to average net assets (5)(6) |
11.73 | % | 11.57 | % | 11.24 | % | 10.20 | % | 9.95 | % | 9.88 | % | 9.91 | % | ||||||||||||||
Portfolio turnover rate |
9.31 | % | 9.31 | % | 9.31 | % | 9.31 | % | 6.82 | % | 6.82 | % | 6.82 | % | ||||||||||||||
Supplemental Data: |
||||||||||||||||||||||||||||
Net assets, end of period |
$ | 1,314,775 | $ | 706,613 | $ | 3,142,475 | $ | 21,501 | $ | 838,207 | $ | 418,798 | $ | 2,198,267 | ||||||||||||||
Asset coverage ratio |
223.2 | % | 223.2 | % | 223.2 | % | 223.2 | % | 247.4 | % | 247.4 | % | 247.4 | % | ||||||||||||||
| (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 (please refer to “ Note 9. Net Assets |
| (4) | Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming distributions are reinvested in accordance with the Fund’s distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fees, if any. |
| (5) | For the year ended December 31, 2022, amounts are annualized except for non-recurring expenses. For the year ended December 31, 2022, the ratio of total operating expenses to average net assets was 5.42%, 5.55% and 5.93% on Class I, Class D and Class F, respectively, on an annualized basis, excluding the effect of |
33
| expense support/(recoupment), shareholder servicing and/or distribution fees waiver, and management fee and income based incentive fee waivers by the Adviser which represented 2.30%, 2.46% and 2.66% on Class I, Class D and Class F, respectively, of average net assets. |
| (6) | For the year ended December 31, 2023, amounts are annualized except for excise tax, and capital gains incentive fee. |
| (7) | The per share amount rounds to less than $0.01 per share. |
| (8) | Class S Shares commenced operations on October 1, 2023. |
34
RISK FACTORS
Investing in our Common Shares involves a number of significant risks. The following information is a discussion of the material risk factors associated with an investment in our Common Shares specifically, as well as those factors generally associated with an investment in a company with investment objectives, investment policies, capital structure or trading markets similar to ours. In addition to the other information contained in this prospectus, you should consider carefully the following information before making an investment in our Common Shares. The risks below are not the only risks we face, but do represent all known material risks and uncertainties that we believe are most significant to our business, operating results and financial condition. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur our business, financial condition and results of operations could be materially and adversely affected. In such cases, the NAV of our Common Shares could decline, and you may lose all or part of your investment.
Risks Relating to the Fund’s Business and Structure
The Fund Has Limited Operating History.
non-diversified,
closed-end
management investment company that has elected to be regulated as a BDC with limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision. There can be no assurance that the results achieved by similar strategies managed by HPS or its affiliates will be achieved for the Fund. Past performance should not be relied upon as an indication of future results. Moreover, the Fund is subject to all of the business risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objective and that the value of an investor’s investment could decline substantially or that the investor will suffer a complete loss of its investment in the Fund. Prior to the commencement of the Fund’s operations, the Adviser and the members of the Investment Team had no prior experience managing a BDC, and the investment philosophy and techniques used by the Adviser to manage a BDC may differ from the investment philosophy and techniques previously employed by the Adviser, its affiliates, and the members of the Investment Team in identifying and managing past investments. In addition, the 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to the other types of investment vehicles. For example, under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private companies or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the time of investment. The Adviser’s and the members of the Investment Team’s limited experience in managing a portfolio of assets under such constraints may hinder their respective ability to take advantage of attractive investment opportunities and, as a result, achieve the Fund’s investment objective.
The Fund May Not be Able to Meet its Investment Objective.
The Fund is Dependent on the Investment Team.
5
An Investment in the Fund is Illiquid and There are Restrictions on Withdrawal.
Our Common Shares are illiquid investments for which there is not and will likely not be a secondary market. Liquidity for our Common Shares will be limited to participation in our share repurchase program, which we have no obligation to maintain. When we make quarterly repurchase offers pursuant to the share repurchase program, we will offer to repurchase Common Shares at a price that is estimated to be equal to our net asset value per share on the last day of such quarter, which may be lower than the price that you paid for our Common Shares. As a result, to the extent you paid a price that includes the related sales load and to the extent you have the ability to sell your Common Shares pursuant to our share repurchase program, the price at which you may sell Common Shares may be lower than the amount you paid in connection with the purchase of Common Shares in the offering.
To the extent a meaningful portion of the Common Shares are held by or through a relatively small number of shareholders, including affiliates of the Fund, institutional investors, feeder funds or other shareholders, including shareholders who collectively, and directly or indirectly, hold a meaningful portion of our Common Shares on the basis of allocations based on model portfolios, the Fund is subject to the risk that these shareholders may seek to sell their Common Shares pursuant to the Fund’s share repurchase program in large amounts rapidly or unexpectedly and/or that such shareholders may act in a coordinated or systemic manner, which may result in the total amount of shares tendered in a given quarter exceeding, at times significantly, the Fund’s quarterly repurchase offer amount. Most of our assets consist of instruments that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have sufficient liquid resources to make repurchase offers. Significant repurchase requests by such shareholders and other shareholders could adversely affect the ability of the Fund to conduct its investment program, strain our capacity to source and/or deploy capital promptly on attractive terms and/or increase operational complexity and/or expenses. In addition, shareholders seeking liquidity may experience delays in fully liquidating their investments and will remain subject to NAV fluctuations during such periods. Additionally, the presence of large shareholders or platform concentrations may increase the likelihood of oversubscription in future repurchase offers, further constraining liquidity available to other shareholders.
Shareholders Have No Right to Control the Fund’s Operations.
day-to-day
The Fund’s Assets are Subject to Recourse.
The Fund Borrows Money, Which Magnifies the Potential for Gain or Loss on Amounts and May Increase the Risk of Investing With Us.
6
on our consolidated assets that are superior to the claims of our common shareholders or any preferred shareholders. If the value of our consolidated assets increases, then leveraging would cause the net asset value per share of our Common Shares to increase more sharply than it would have had we not incurred leverage.
Conversely, if the value of our consolidated assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not incurred leverage. Similarly, any increase in our consolidated income in excess of consolidated interest payable on the borrowed funds would cause our net income to increase more than it would had we not incurred leverage, while any decrease in our consolidated income would cause net income to decline more sharply than it would have had we not incurred leverage. Such a decline could negatively affect our ability to make distribution payments on our Common Shares. There can be no assurance that a leveraging strategy will be successful.
As of September 30, 2025, we had approximately $4,736 million of outstanding borrowings under our credit facilities (collectively, the “Credit Facilities”), $5,080 million in aggregate principal amount outstanding of unsecured notes comprised of $155 million in aggregate principal amount of our Series A Senior Notes, Tranche B (the “November 2027 Notes”), $276 million in aggregate principal amount of our Series A Senior Notes, Tranche A (the “March 2026 Notes”), $124 million in aggregate principal amount of our Series A Senior Notes, Tranche B (the “March 2028 Notes”), $75 million in aggregate principal amount of our Series , we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us).
2023-B
Senior Notes, Tranche A (the “September 2027 Notes”), $250 million in aggregate principal amount of our Series 2023-B
Senior Notes, Tranche B (the “September 2028 Notes”), $550 million in aggregate principal amount of our 6.75% notes due in 2029 (the “January 2029 Notes”), $400 million in aggregate principal amount of our 6.25% notes due in 2029 (the “September 2029 Notes), $750 million aggregate principal amount of 5.45% notes due in 2028 (the “January 2028 Notes”), $500 million aggregate principal amount of 5.95% notes due in 2032 (the “April 2032 Notes”), $400.0 million aggregate principal amount of 5.30% notes due in 2027 (the “June 2027 Notes”), $500.0 million aggregate principal amount of 5.85% notes due in 2030 (the “June 2030 Notes”), $600 million aggregate principal amount of 4.90% notes due in 2028 (the “September 2028-1
Notes”), $500 million aggregate principal amount of 5.45% notes due in 2030 (the “November 2030 Notes”, together with the November 2027 Notes, the March 2026 Notes, the March 2028 Notes, the September 2027 Notes, the September 2028 Notes, the January 2029 Notes, the January 2028 Notes, the April 2032 Notes, the June 2027 Notes, the June 2030 Notes, the September 2028-1
Notes and the November 2030 Notes, the “Unsecured Notes”), $323 million in aggregate principal amount outstanding of the 2023 CLO Secured Notes, $400 million in aggregate principal amount of the 2024 CLO Secured Notes, $850 million in aggregate principal amount of the 2025 CLO Secured Notes and $850 million in aggregate principal amount of the 2025-4
CLO Secured Notes. The weighted average stated interest rate on our principal amount of outstanding indebtedness as of September 30, 2025 was 6.13% (excluding deferred financing costs, deferred issuance costs, original issue discounts and unused fees). We intend to continue borrowing under the Credit Facilities in the future and we may increase the size of the Credit Facilities or issue additional debt securities or other evidences of indebtedness (although there can be no assurance that we will be successful in doing so). For more information on our indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition, Liquidity and Capital Resources.” Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. The amount of leverage that we employ at any particular time will depend on our Adviser’s and our Board’s assessments of market and other factors at the time of any proposed borrowing. We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the 1940 Act, equals at least 150% after such borrowing (i.e.
The Credit Facilities, the Unsecured Notes and debt securitization issuances impose financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC. A failure to renew the Credit Facilities or to add new or replacement debt facilities or to issue additional debt securities or other evidences of indebtedness could have a material adverse effect on our business, financial condition and results of operations.
Assumed Return on Portfolio (Net of Expenses) (1) |
||||||||||||||||||||
-10% |
-5% |
0% |
5% |
10% |
||||||||||||||||
Corresponding Return to Common Shareholders (2) |
( |
)% | ( |
)% | ( |
)% | % | % | ||||||||||||
(1) |
The assumed portfolio return is required by SEC regulations and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table. Pursuant to SEC regulations, this table is calculated as of September 30, 2025. As a result, it has not been updated to take into account any changes in assets or leverage since September 30, 2025. |
(2) |
In order to compute the “Corresponding Return to Common Shareholders,” the “Assumed Return on Portfolio” is multiplied by the total value of our assets at September 30, 2025 to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average stated interest rate of 6.13% by the approximately $ 12,239 .0 million of principal debt outstanding) is subtracted to determine the return available to shareholders. The return available to shareholders is then divided by the total value of our net assets as of September 30, 2025 to determine the “Corresponding Return to Common Shareholders.” |
Based on our outstanding indebtedness of $12,239.0 million as of September 30, 2025 and the effective weighted average annual interest rate of 6.1
3
% as of that date (excluding deferred financing costs, deferred issuance costs, original issue discounts and unused fees), our investment portfolio would have been required to experience an annual return of at least 3.05% to cover annual interest payments on the outstanding debt. There Can be No Assurance the Fund Will be Able to Obtain Leverage.
investment-by-investment
The Fund has incurred and expects in the future that it will continue to incur indebtedness collateralized by the Fund’s assets. As a BDC, with certain limited exceptions, the Fund will only be permitted to borrow amounts such that the Fund’s asset coverage ratio, as defined in the 1940 Act, equals at least 150% (equivalent to $2 of debt outstanding for each $1 of equity) after such borrowing. If the Fund is unable to obtain and maintain the desired amount of borrowings on favorable terms, the Adviser may seek to realize the Fund’s investments earlier than originally expected.
The Fund is Subject to Risks Relating to the Availability of Asset-Based Leverage.
deal-by-deal
The Fund is Subject to Risks Relating to Use of Leverage.
To the extent that the Fund enters into multiple financing arrangements, such arrangements may contain cross-default provisions that could magnify the effect of a default. If a cross-default provision were exercised, this could result in a substantial loss for the Fund.
As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred shares that we may issue in the future, of at least 150%. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities. In addition, while any senior securities remain outstanding, we are required to make provisions to prohibit any distribution to our shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the
distribution or repurchase. If this ratio were to fall below 150%, we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on our operations and investment activities. Moreover, our ability to make distributions to you may be significantly restricted or we may not be able to make any such distributions whatsoever. The amount of leverage that we employ is subject to oversight by our Board, a majority of whom are Independent Trustees with no material interests in such transactions.
Although borrowings by the Fund have the potential to enhance overall returns that exceed the Fund’s cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Fund’s cost of funds. In addition, borrowings by the Fund may be secured by the shareholders’ investments as well as by the Fund’s assets and the documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such borrowing.
The Fund is Subject to Risks Relating to Seller Financing.
i.e.
one-off
financing solutions on a case-by-case
The Fund is Subject to Risks Relating to Obtaining a Rating from One or More Credit Rating Agencies.
The Adviser May be Required to Expedite Investment Decisions.
The Fund is Subject to Risks Relating to Insurance.
clients of the Adviser and its affiliates, including certain of their respective indemnified persons (which omnibus insurance policy or policies may provide coverage to the Adviser and such indemnified persons for events unrelated to the Fund). The portion of the premiums for such shared insurance policies generally will be borne by the Fund, and such shared insurance policies are expected to have overall caps on coverage. To the extent an insurable event results in claims in excess of such a cap, the Fund may not receive as much in insurance proceeds as it would have received if separate insurance policies had been purchased for each insured party. Similarly, insurable events may occur sequentially in time while subject to a single overall cap. To the extent insurance proceeds for one such event are applied towards a cap and the Fund experiences an insurable loss after such event, the Fund’s receipts from such insurance policy may also be diminished. Insurance policies covering the Fund may provide insurance coverage to indemnified persons for conduct that would not be covered by indemnification. In addition, the Fund may need to initiate litigation in order to collect from an insurance provider, which may be lengthy and expensive for the Fund and which ultimately may not result in a financial award.
pro rata
While HPS and the Adviser expect to allocate insurance expenses in a manner they determine to be fair and equitable, taking into account any factors they deem relevant to the allocation of such expenses, because of the uncertainty of whether claims will arise in the future and the timing and the amount that may be involved in any such claim, the determination of how to allocate such expenses may require HPS and the Adviser to take into consideration facts and circumstances that are subjective in nature. It is unlikely that HPS or the Adviser will be able to accurately allocate the expenses of any such insurance policies based on the actual claims related to a particular client, including the Fund.
The Fund is Subject to Risks Relating to Indemnification.
The Fund is Subject to Risks Relating to Certain Proceedings and Investigations.
investigation, action or proceeding. The unfavorable resolution of such items could result in criminal or civil liability, fines, settlements, charges, penalties or other monetary or
non-monetary
remedies or sanctions that could negatively impact the Adviser, its affiliates and/or the Fund. In addition, such actions and proceedings may involve claims of strict liability or similar risks against the Fund in certain jurisdictions or in connection with certain types of activities. In some cases, the expense of such investigations, actions or proceedings and paying any amounts pursuant to settlements or judgments would be borne by the Fund. The Fund is Not Registered as an Investment Company Under the 1940 Act.
non-U.S.,
securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this registration statement. Any representation to the contrary is a criminal offense. The Fund is Subject to Risks Relating to Portfolio Valuation.
Valuation of the types of assets in which the Fund invests are inherently subjective. In addition, the Adviser may have an interest in determining higher valuations in order to be able to present better performance to prospective investors. In certain cases, the Fund may hold an investment in an issuer experiencing distress or going through bankruptcy. In such a situation, the Adviser may continue to place a favorable valuation on such investment due to the Adviser’s determination that the investment is sufficiently secured despite the distressed state or bankruptcy of the issuer. However, no assurances can be given that this assumption is justified or that such valuations will be accurate in the long term. In addition, an investment in a portfolio company may not be permanently , bankruptcy or partial sale) which establishes an objective basis for such revised valuation. In these circumstances, the Adviser has an interest in delaying any such write-offs or write-downs to maintain a higher management fee base and thus, management fees paid to the Adviser.
written-off
or permanently written down despite its distressed state or covenant breach until such portfolio company experiences a material corporate event (e.g.
In addition, the Adviser relies on third-party valuation agents to verify the value of certain investments. An investment may not have a readily ascertainable market value and accordingly, could potentially make it difficult to determine a fair value of an investment and may yield an inaccurate valuation. Further, because of the Adviser’s knowledge of the investment, the valuation agent may defer to the Adviser’s valuation even where such valuation may not be accurate or the determination thereof involved a conflict of interest. An inaccurate valuation of one or more investments could have a substantial impact on the Fund.
The Fund is Subject to Risks Relating to Rights Against Third Parties, Including Third-Party Service Providers.
Providers. In addition, misconduct by such Service Providers may result in reputational damage, litigation, business disruption and/or financial losses to the Fund. Each shareholder’s contractual relationship in respect of its investment in Common Shares of the Fund is with the Fund only and shareholders are not in contractual privity with the Service Providers. Therefore, generally, no shareholder will have any contractual claim against any Service Provider with respect to such Service Provider’s default or breach. Accordingly, shareholders must generally rely upon the Adviser and/or Administrator to enforce the Fund’s rights against Service Providers. In certain circumstances, which are generally not expected to prevail, shareholders may have limited rights to enforce the Fund’s rights on a derivative basis or may have rights against Service Providers if they can establish that such Service Providers owe duties to the shareholders. In addition, shareholders will have no right to participate in the operation of the Fund and decisions regarding the selection of Service Providers. Rather, the Adviser and/or Administrator will select the Fund’s Service Providers and determine the retention and compensation of such providers without the review by or consent of the shareholders. The shareholders must therefore rely on the ability of the Adviser and/or Administrator to select and compensate Service Providers and to make investments and manage and dispose of investments.
day-to-day
The Adviser and Administrator will have an incentive to contract certain services to third parties due to a number of factors, including because the fees, costs and expenses of such service providers will be borne by the Fund as Fund expenses and will reduce the Adviser’s and/or Administrator’s internal overhead and compensation and benefits costs for employees who might otherwise perform such services. Moreover, the involvement of service providers may present a number of risks due to, among other factors, the Adviser’s and/or Administrator’s reduced control over the functions that are contracted. There can be no assurances that the Adviser and/or Administrator, through conducting oversight of the service providers, will be able to identify, prevent or mitigate the risks of engaging service providers. The Fund may suffer adverse consequences from actions, errors or failures to act by such third parties, and will have obligations, including indemnity obligations, toward and limited recourse against them as discussed above.
In certain circumstances, service providers may
sub-delegate
particular duties to additional third-party service providers, and there is no guarantee that the Adviser and/or Administrator will have consent rights to such sub-delegation
in all cases. Such sub-delegation
of services by service providers exacerbates the risks described above as none of the Adviser, the Administrator or the Fund would be in contractual privity with sub-delegates.
Further, the Fund’s investors, the Adviser, the Administrator and the Fund will have to rely on the service providers for appropriate selection and oversight of such sub-delegates.
Contracting certain services may not occur uniformly for the Fund and other clients of the Adviser and/or its affiliates, and the expenses that may be borne by such vehicles and accounts vary. Accordingly, certain costs may be incurred by (or allocated to) the Fund through the use of third-party service providers that are not incurred by (or allocated to) certain other clients of the Adviser and/or its affiliates for similar services.
The Fund is Subject to Risks Relating to Lack of Diversification.
non-diversified
investment company within the meaning of the 1940 Act, which means that the Fund is not limited by the 1940 Act with respect to the proportion of its assets that it may invest in securities of a single issuer. To the extent that the Fund assumes large positions in the securities of a small number of issuers, its net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. The Fund may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond the Fund’s asset diversification requirements as a RIC under the Code, the Fund does not have fixed guidelines for diversification, and its investments could be concentrated in relatively few portfolio companies. Although the Fund is classified as a non-diversified
investment company within the meaning of the 1940 Act, it maintains the flexibility to operate as a diversified investment company. To the extent that the Fund operates as a non-diversified
investment company, it may be subject to greater risk. The Fund does not have fixed guidelines for diversification by industry or type of security, and investments may be concentrated in only a few industries or types of securities. Further, if the expected amount of leverage is
not obtained or deployed, the Fund may be more concentrated in an investment than originally anticipated. As a result, the Fund’s investments may be concentrated and the poor performance of a single investment may have pronounced negative consequences to the Fund and the aggregate returns realized by the shareholders.
The Fund is Subject to Risks Relating to Consultation with Sourcing and Operating Partners.
The Fund is Subject to Risks Relating to the Timing of Realization of Investments.
The Fund May be Required to Disclose Information Regarding Shareholders.
The Fund is Subject to Operational Risks.
The Fund is Subject to Risks Relating to Exposure to Material
Non-Public
Information. non-public
information with respect to issuers of publicly-traded securities or other securities in connection with, among other examples, acquisitions, refinancings, restructurings of such issuers which HPS reviews or participates in, oftentimes unrelated to its affiliate’s management of the Fund. In such circumstances, the Fund may be prohibited, by law, contract or by virtue of HPS’s policies and procedures, from (i) selling all or a portion of a position in such issuer, thereby potentially incurring trading losses as a result, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. The Fund is Subject to Risks Relating to Technology Systems.
e-mail
or posting on a web-based
reporting site or other internet service, in lieu of or in addition to sending such communications as hard copies via fax or mail. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by ‘hacking’ or other security breaches, computer ‘worms,’ viruses and power failures. Such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades and cause inaccurate reports, which may affect the Fund’s ability to monitor its investment portfolio and its risks. Any such defect or failure could cause the Fund to suffer financial loss, disruption of its business, liability to clients or third parties, regulatory intervention or reputational damage. The Fund is Subject to Risks Relating to Cybersecurity.
Moreover, the increased use of mobile and cloud technologies due to the proliferation of remote work resulting from the
COVID-19
pandemic could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and unpredictable. Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations, the operations of a portfolio company or the operations of our or their service providers and result in misappropriation, corruption or loss of personal, confidential or proprietary information or the inability to conduct ordinary business operations. In addition, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Extended periods of remote working, whether by us, our portfolio companies, or our service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. Accordingly, the risks described above are heightened under the current conditions. While the Adviser and HPS have implemented various measures to manage risks associated with cybersecurity breaches, including establishing a business continuity plan and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks (including any ongoing breaches) have not been identified. Similar types of cybersecurity risks also are present for portfolio companies in which the Fund invests, which could affect their business and financial performance, resulting in material adverse consequences for such issuers, and causing the Fund’s investments in such portfolio companies to lose value.
In addition, cybersecurity has become a top priority for global lawmakers and regulators around the world, and some jurisdictions have proposed or enacted laws requiring companies to notify regulators and individuals of data security breaches involving certain types of personal data. Compliance with such laws and regulations may result in cost increases due to system changes and the development of new administrative processes. If the Fund or the Adviser or certain of their affiliates, fail to comply with the relevant and increasing laws and regulations, the Fund could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.
Further, the potential utilization of artificial intelligence, machine learning technology, data analytics or similar technology (collectively, “AI Tools”) as described further below, may expose investors to enhanced cybersecurity and data privacy risks, including risks that cannot yet be predicted given the rapid development of such technologies and uncertain legal and regulatory climate. Similar types of cybersecurity risks also are present for portfolio companies in which the Fund invests, which could affect their business and financial performance, resulting in material adverse consequences for such issuers, and causing the Fund’s investments in such portfolio companies to lose value.
The Fund is Subject to Risks Associated with Use of Artificial Intelligence and Machine Learning Technology
In addition, the use of AI Tools may enhance cybersecurity risks and operational and technological risks. The technologies underlying AI Tools and their use cases are rapidly developing, and remain subject to existing laws, including privacy, consumer protection and federal equal opportunity laws. As a result, it is not possible to predict all of the legal, operational or technological risks related to the use of AI Tools. Moreover, AI Tools are the subject of evolving review by various regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and changes in the regulation of the use of AI Tools may adversely affect the ability of the Adviser, its affiliates, and their respective service providers to use AI Tools to manage the Fund and its investments.
The Fund is Subject to Risks Associated with Technological Innovation.
The Fund is Subject to Risks Associated with Sourcing, Operating or Joint Venture Partners.
pre-agreed
amount of investments negotiated by the sourcing partner and/or joint venture partner and/or the Adviser may commit to invest in one or more transactions for which the sourcing partner and/or joint venture partner led the due diligence and negotiation processes and the Adviser may not be given an opportunity (or given only a limited opportunity) to perform due diligence and participate in negotiation of transactional terms. Shareholders should be aware that sourcing, operating and joint venture partners are not expected to owe any fiduciary duties to the Fund or the shareholders. The Fund may pay retainers, closing, monitoring, performance or other fees to sourcing, operating and joint venture partners. Such retainer fees may be netted against a closing fee, if applicable, in connection with the related investment. However, if no such investment is consummated, the Fund will bear any retainer amounts as an expense. In addition, to the extent the compensation of a sourcing, operating or joint venture partner is based on the performance of the relevant investments, the sourcing, operating or joint venture partner may have an incentive to seek riskier investments than it would have under a different compensation structure. In this regard, a sourcing, operating or joint venture partner may receive incentive compensation at the expense of the Fund. The expenses of sourcing, operating and joint venture partners may be substantial. In certain circumstances, the Fund or a portfolio company in which the Fund invests may pay fees to sourcing, operating and/or joint venture partners in consideration for services, including where the Adviser may have otherwise provided those services without charge. In other circumstances, sourcing, operating and/or joint venture partners may receive certain third-party fees (such as upfront fees, commitment fees, origination fees, amendment fees, ticking fees and
break-up
fees as well as prepayment premiums) in respect of an investment, and no such fees will offset or otherwise reduce the management fee payable by the shareholders. In certain cases, the Adviser or its affiliates may have an ownership interest in one or more sourcing partners, in order to incentivize such sourcing partners to direct the deal flow to the Adviser and/or its affiliates or otherwise, and therefore may indirectly benefit from the compensation received from the Fund by such sourcing partners. The Fund’s share of such fees will not offset or otherwise reduce the management fees payable by the Fund’s investors. In all circumstances, fees received by the Adviser will be consistent with applicable laws. The existence of any such fees may result in the Fund paying fees twice, once to the Adviser in the form of management fees and once to the sourcing, operating or joint venture partners to service or manage the same assets. Sourcing, operating and/or joint venture partners may invest in the Fund. Joint venture investments involve various risks, including the risk that the Fund will not be able to implement investment decisions or exit
strategies because of limitations on the Fund’s control under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with those of the Fund, the risk that a joint venture partner may be in a position to take action contrary to the Fund’s objectives, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner may have against the other, including in connection with foreclosure on partner loans, because of risks arising under applicable law, and tax and regulatory risks related to the joint venture’s structure, which may adversely affect the Fund’s
pre-tax
returns. In addition, the Fund may, in certain cases, be liable for actions of its joint venture partners. The joint ventures in which we participate may sometimes be allocated investment opportunities that might have otherwise gone entirely to the Fund, which may reduce our return on equity. Additionally, our joint venture investments may be held on an unconsolidated basis and at times may be highly leveraged. Such leverage would not count toward the investment limits imposed on us by the 1940 Act. Investors should be aware that sourcing, operating and joint venture partners are not expected to owe any fiduciary duties to the Fund or its investors.
The Fund is Subject to Risks Relating to Electronic Delivery of Certain Documents.
tax-related
information and documents; and (iv) drawdown notices and other notices, requests, demands, consents or other communications and any financial statements, reports, schedules, certificates or opinions required to be provided to the shareholders under any agreements. There are certain costs and possible risks associated with electronic delivery. Moreover, the Adviser cannot provide any assurance that these communication methods are secure and will not be responsible for any computer viruses, problems or malfunctions resulting from the use of such communication methods. See “ – Technology Systems”
“Cybersecurity
The Fund is Subject to Risks Relating to Handling of Mail.
The Fund is Subject to General Credit Risks
.
The Prices of the Fund’s Investments Can be Volatile
.
The Fund is Subject to Risks Relating to Syndication and/or Transfer of Investments
.
The Fund May Need to Raise Additional Capital
.
The Fund is Subject to Counterparty Risks
.
The Fund is Dependent on Key Personnel
.
Investors May be Required to Return Distributions to Satisfy Unpaid Debts of the Fund
.
The Board May Make Certain Changes in the Fund’s Investment Objective, Operating Policies or Strategies Without Prior Notice or Investor Approval.
The Board May Make Certain Changes to the Fund’s Declaration of Trust Without Prior Investor Approval.
The Fund is Subject to Risks Relating to Allocation of Investment Opportunities and Related Conflicts.
co-investing
with Other HPS Investors or affiliates of the Adviser in loans and financings originated by HPS and/or its affiliates except for pursuant to the co-investment
exemptive relief granted by the SEC which delineates the requirements the Adviser must comply with for the Fund to invest with Other HPS Investors. Any such
co-investments
are subject to certain conditions, including that the Adviser and its affiliates managing other funds and accounts participating in co-investment
transactions will seek to allocate such transactions for all of the participating investment accounts, including the Fund, on a fair and equitable basis, in accordance with their respective allocation policies, and the other applicable conditions of the co-investment
exemptive relief. Under the terms of the relief, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our Independent Trustees must reach certain conclusions in connection with certain co-investment
transactions (e.g., in the case of follow-on
investments in an existing issuer in which affiliates, but not the Fund, have an existing investment, and non-pro rata
follow-on
investments in, and dispositions of, securities of an existing issuer), including that: (i) the terms of the proposed transaction are reasonable and fair to the Fund and its shareholders and do not involve overreaching in respect of the Fund or its shareholders on the part of any person concerned; and (ii) the transaction is consistent with the interests of the Fund’s shareholders and is consistent with the Fund’s then-current investment objectives and strategies. As a result of the relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolios of Other HPS Investors, including, in some cases, proprietary accounts of HPS or its affiliates. Because investments are allocated across multiple Other HPS Investors, the Fund will at times receive a lower allocation to an investment than desired; likewise, the Fund may also be limited in the degree to which it is able to participate in selling opportunities that it may otherwise wish to pursue due to allocations, including
non-pro
rata allocations, to Other HPS Investors. If the Adviser identifies a
co-investment
opportunity and the Fund is unable to rely on the co-investment
relief or other no-action
positions of the SEC staff for that particular co-investment
opportunity, the Adviser will be required to determine which of its and its affiliates’ accounts should make the investment at the potential exclusion of other accounts. In such circumstances, the Adviser will adhere to firm-wide investment allocation policies in order to determine the account to which to allocate investment opportunities. Accordingly, it is possible that the Fund may not be given the opportunity to participate in investments made by other accounts. The Fund is Subject to Risks Relating to Distributions.
year-to-year
Investors who periodically receive the payment of a distribution from a RIC consisting of a return of capital for U.S. federal income tax purposes may be under the impression that they are receiving a distribution of RIC’s net ordinary income or capital gains when they are not. Accordingly, investors should read carefully any written disclosure accompanying a distribution from the Fund and the information about the specific tax characteristics of the Fund’s distributions provided to investors after the end of each calendar year, and should not assume that the source of any distribution is the Fund’s net ordinary income or capital gains. To the extent that the Fund’s distributions contain a return of capital, such distributions should not be considered the dividend yield or total return of an investment in the Common Shares. The amount treated as a
tax-free
return of capital will reduce a shareholder’s adjusted tax basis in the Common Shares, thereby increasing the shareholder’s potential taxable gain or reducing the potential taxable loss on the sale of Common Shares. The Board Has the Discretion to Not Repurchase Common Shares and to Suspend the Share Repurchase Program.
pro rata
The Timing of Repurchase May be Disadvantageous.
Investing in Large Private U.S. Borrowers May Limit Our Ability to Achieve High Growth Rates During Times of Economic Expansion.
The Fund Faces Risks Associated With the Deployment of Capital.
In the event the Fund is 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 the Fund’s ability to pay regular distributions of cash flow from operations to shareholders. Significant and rapid inflows of capital from large investors (including institutional accounts, feeder funds and model portfolio programs) could exacerbate such capital deployment and other risks. 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 the Fund fails to timely invest the net proceeds of sales of Common Shares or does not deploy sufficient capital to meet its targeted leverage, its results of operations and financial condition may be adversely affected.
Transactions Denominated in Foreign Currencies Subject Us to Foreign Currency Risks.
The Fund’s Investments in Foreign Companies or Investments Denominated in Foreign Currencies May Involve Significant Risks in Addition to the Risks Inherent in U.S. and U.S.
Dollar Denominated Investments.
The Capital Markets May Experience Periods of Disruption and Instability. Such Market Conditions May Materially and Adversely Affect Debt and Equity Capital Markets, Which May Have a Negative Impact on Our Business and Operations.
From time to time, capital markets may experience periods of disruption and instability. Such disruptions may result in, amongst other things, write-offs, the
re-pricing
of credit risk, the failure of financial institutions or worsening general economic conditions, any of which could materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole and financial services firms in particular. There can be no assurance these market conditions will not occur or worsen in the future, including as a result of the Russia-Ukraine war and the conflict in the Middle East, health epidemics and pandemics, rising interest rates or renewed inflationary pressure. Equity capital may be difficult to raise during such periods of adverse or volatile market conditions because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional Common Shares at a price less than net asset value without first obtaining approval for such issuance from our shareholders and our Independent Trustees.
Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. Such conditions could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost, including as a result of the current interest rate environment, and on less favorable terms and conditions than what we have historically experienced. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.
Significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity).
Significant changes in the capital markets may adversely affect the pace of our investment activity and economic activity generally. The illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.
The Fund is Exposed to Risks Associated With Changes in Interest Rates, Including the Current Elevated Interest Rate Environment.
Because we borrow money and may issue debt securities or preferred shares to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred shares and the rate at which we invest these funds. In this period of rising interest rates, our interest income will increase as the majority of our portfolio bears interest at variable rates while our cost of funds will also increase, to a lesser extent, with the net impact being an increase to our net investment income. Conversely, if interest rates decrease, we may earn less interest income from investments and our cost of funds will also decrease, potentially resulting in lower net investment income. In the current economic environment, we may take on fixed rate liabilities, such as the Unsecured Notes, which will remain at the elevated interest rate even if interest rates decrease. Thus, the decrease in our investment income would not
be offset by decreased borrowing costs, potentially affecting the Fund’s future distributions to shareholders. From time to time, we may also enter into certain hedging transactions to mitigate our exposure to changes in interest rates and to more closely align the interest rates of the Fund’s liabilities with the Fund’s investment portfolio. In the past, we have entered into certain hedging transactions, such as interest rate swap agreements, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
Rising interest rates may also increase the cost of debt for our underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to us. Also, an increase in interest rates available to investors could make an investment in our Common Shares less attractive if we are not able to pay distributions at a level that provides a similar return, which could reduce the value of our Common Shares.
The Fund is Subject to Risks Relating to Volatility in the Banking Sector.
non-U.S.
banking institutions experienced sell-offs and/or significant declines to their share prices, with several being placed on “watch lists,” suffering ratings downgrades and/or receiving emergency funding from governments. The impact of the banking sector’s volatility on the financial system and broader economy could be significant. If the banking institutions used by the Fund fail or are impacted by such volatility, such events could have a material adverse effect on the Fund and its Shareholders (including loss of capital held at such banking institutions and/or an inability to meet its obligations to other counterparties). A large percentage of the Fund’s assets may be held by a limited number of banking institutions (or even a single banking institution). If a banking institution at which the Fund maintains deposit accounts or securities accounts fails, any cash or other assets in such accounts may be temporarily inaccessible or permanently lost by the Fund. Generally, the Fund would be an unsecured creditor with respect to cash balances in excess of $250,000 held at a single banking institution insured by the FDIC, and therefore the Fund may not ultimately recover any such excess amounts. In addition, FDIC deposit insurance does not extend to certain other assets held by a banking institution (e.g., bond investments, U.S. Treasury bills or notes).
If a banking institution that provides all or a part of a credit facility, other borrowings and/or other services to the Fund fails, the Fund could be unable to draw funds under such credit facilities and may not be able to obtain replacement credit facilities or other services from other lending institutions with similar terms. If the Fund’s credit facilities and accounts are provided by the same banking institution, and such banking institution fails, the Fund could face significant difficulties in funding any near-term obligations it has in respect of its investments or otherwise. Even if the banking institutions used by the Fund remain solvent, continued volatility in the banking sector could cause or intensify an economic recession and make it more difficult for the Fund to obtain or refinance its credit facilities and other indebtedness at all or on as favorable terms as could otherwise have been obtained.
Similarly, the banking institutions that the portfolio companies in which the Fund may invest have depositor or lending arrangements may fail. This would have a material adverse effect on such portfolio companies, the Fund and its Shareholders, including by preventing such portfolio companies from making principal and interest payments or other applicable payments owed with respect to the Fund’s investments. Generally, neither the Adviser nor the Administrator have a meaningful role in selecting the banking institutions used by the portfolio companies in which the Fund invests. Instead, the Adviser and the Administrator generally rely on the management team of the portfolio companies to select appropriate banking services.
Risks Relating to the Fund’s Investments
Our investments may be risky and, subject to compliance with our 80% test, there is no limit on the amount of any such investments in which we may invest.
The Fund is Subject to General Risks.
the
Fund invests will be unable to make regular payments (e.g.
The Fund’s Portfolio Companies May be Highly Leveraged.
If a portfolio company is unable to generate sufficient cash flow to meet principal and interest payments to its lenders, it may be forced to take other actions to satisfy such obligations under its indebtedness. These alternative measures may include reducing or delaying capital expenditures, selling assets, seeking additional capital, or restructuring or refinancing indebtedness. Any of these actions could significantly reduce the value of the Fund’s investment(s) in such portfolio company. If such strategies are not successful and do not permit the portfolio company to meet its scheduled debt service obligations, the portfolio company may also be forced into liquidation, dissolution or insolvency, and the value of the Fund’s investment in such portfolio company could be significantly reduced or even eliminated. Where the Fund receives payment in kind or “PIK” interest with respect to an investment, over time such investment’s principal balance will increase, making such investment more highly leveraged.
The Fund is Subject to Risks Relating to Issuer/Borrower Fraud.
The Fund is Subject to Risks Due to its Reliance on Portfolio Company Management.
management and/or sponsor team. However, the Fund generally will not be in a position to control any borrower by virtue of investing in its debt and the portfolio company’s management will be primarily responsible for the operations of the company on a basis. Although it is the intent of the Fund to invest in companies with strong management teams, there can be no assurance that the existing management team, or any new one, will be able to operate the company successfully. In addition, the Fund is subject to the risk that a borrower in which it invests may make business decisions with which the Fund disagrees and the management of such borrower, as representatives of the common equity holders, may take risks or otherwise act in ways that do not serve the interests of the debt investors, including the Fund. Furthermore, in exercising its investment discretion, the Adviser may in certain circumstances commit funds of the Fund to other entities that will be given a mandate to make certain investments consistent with the Fund’s investment objective and that may earn a performance-based fee on those investments. Once such a commitment is made, such entities will have full control over the investment of such funds, and the Adviser will cease to have such control.
day-to-day
The Fund is Subject to Risks Relating to Environmental Matters.
– The Fund is Subject to Risks from Provision of Managerial Assistance and Control Person Liability
The Value of Certain Portfolio Investments May Not be Readily Determinable
non-binding
nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. The Fund expects to retain the services of one or more independent service providers to review the valuation of these loans and securities. The types of factors that may be taken into account in determining the fair value of investments generally include, as appropriate, comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, determinations of fair value may differ materially from the values that would have been used if a ready market for these loans and securities existed. The Fund’s net asset value could be adversely affected if determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund ultimately realizes upon the disposal of such loans and securities. In addition, the method of calculating the management fee and incentive fee may result in conflicts of interest between the Adviser, on the one hand, and investors on the other hand, with respect to the valuation of investments.
The Fund May Elect Not to or May be Unable to Make
Follow-On
Investments in Portfolio Companies.
“follow-on”
investments, in order to: • |
increase or maintain in whole or in part the Fund’s voting percentage; |
• |
exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or |
• |
attempt to preserve or enhance the value of the Fund’s investment. |
The Fund may elect not to make
follow-on
investments or otherwise lack sufficient funds to make those investments. The Fund has the discretion to make any
follow-on
investments, subject to the availability of capital resources. The failure to make follow-on
investments may, in some circumstances, jeopardize the continued viability of a portfolio company and the Fund’s initial investment, or may result in a missed opportunity for the Fund to increase its participation in a successful operation. Even if the Fund has sufficient capital to make a desired follow-on
investment, it may elect not to make a follow-on
investment because it may not want to increase its concentration of risk, because it prefers other opportunities or because it is inhibited by compliance with BDC requirements, or compliance with the requirements for maintenance of its RIC status. The Fund May Be Subject to Risks Due to Not Holding Controlling Equity Interests in Portfolio Companies
The Fund is Subject to Risks Relating to Defaults by Portfolio Companies
The Fund is Subject to Risks Relating to Third Party Litigation
.
Inflation May Adversely Affect the Business, Results of Operations and Financial Condition of Our Portfolio Companies.
results and 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 Fund is Subject to Risks Related to Reliance on Projections.
Economic Conditions May Have Adverse Effects on the Fund and the Portfolio Companies.
The Fund is Subject to Risks Relating to Reduced Investment Opportunities.
The Fund is Subject to Risks Relating to Investments in Undervalued Assets.
The Fund may incur substantial losses related to assets purchased on the belief that they were undervalued by their sellers, if they were not in fact undervalued at the time of purchase. In addition, the Fund may be required to hold such assets for a substantial period of time before realizing their anticipated value, and there is no assurance that the value of the assets would not decline further during such time. Moreover, during this period, a portion of the Fund’s assets would be committed to those assets purchased, thus preventing the Fund from investing in other opportunities. In addition, the Fund may finance such purchases with borrowed funds and thus will have to pay interest on such borrowed amounts during the holding period.
The Fund Operates in a Competitive Debt Environment.
includes traditional lending institutions, including commercial and investment banks, as well as a growing number of
non-traditional
participants, such as private credit funds, hedge funds, private equity funds, mezzanine funds, and other private investors, as well as BDCs, and debt-focused competitors, such as issuers of CLOs and other structured loan funds. In addition, given the Fund’s target investment size and investment type, the Adviser expects a large number of competitors for investment opportunities. Some of these competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than the Fund, and thus these competitors may have advantages not shared by the Fund. In addition, competitors may have incurred, or may in the future incur, leverage to finance their debt investments at levels or on terms more favorable than those available to the Fund. Furthermore, competitors may offer loan terms that are more favorable to borrowers, such as less onerous borrower financial and other covenants, borrower rights to cure defaults, and other terms more favorable to borrowers than current or historical norms. Strong competition for investments could result in fewer investment opportunities for the Fund, as certain of these competitors have established or are establishing investment vehicles that target the same or similar investments that the Fund intends to purchase. Over the past several years, many investment funds have been formed with investment objectives similar to those of the Fund, and many such existing funds have grown in size and have added larger successor funds to their platform. These and other investors may make competing offers for investment opportunities identified by the Adviser which may affect the Fund’s ability to participate in attractive investment opportunities and/or cause the Fund to incur additional risks when competing for investment opportunities. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. The Adviser may identify an investment that presents an attractive investment opportunity but may not be able to complete such investment in a manner that meets the objectives of the Fund. The Fund may incur significant expenses in connection with the identification of investment opportunities and investigating other potential investments that are ultimately not consummated, including expenses related to due diligence, transportation and legal, accounting and other professional services as well as the fees of other third-party service providers.
The Fund is Subject to Risks Relating to Illiquidity of the Fund’s Assets and Distributions In Kind.
The Fund is Subject to Risks Relating to Priority of Repayment of Debt Investments.
and/or may be permitted to incur, other debt and liabilities that rank equally with or senior to the senior loans in which the Fund invests. If other indebtedness is incurred that ranks in parity in right of payment or proceeds of collateral with respect to debt securities in which the Fund invests, the Fund would have to share on an equal basis any distributions with other creditors in the event of a liquidation, reorganization, insolvency, dissolution or bankruptcy of such a portfolio company. Where the Fund holds a first lien to secure senior indebtedness, the portfolio companies may be permitted to issue other senior loans with liens that rank junior to the first liens granted to the Fund. The intercreditor rights of the holders of such other junior lien debt may, in any liquidation, reorganization, insolvency, dissolution or bankruptcy of such a portfolio company, affect the recovery that the Fund would have been able to achieve in the absence of such other debt.
Even where the senior loans held by the Fund are secured by a perfected lien over a substantial portion of the assets of a portfolio company and its subsidiaries, the portfolio company and its subsidiaries will often be able to incur a substantial amount of additional indebtedness, which may have an exclusive lien over particular assets. For example, debt and other liabilities incurred by
non-guarantor
subsidiaries of portfolio companies will be structurally senior to the debt held by the Fund. Accordingly, any such debt and other liabilities of such subsidiaries would, in the event of liquidation, dissolution, insolvency, reorganization or bankruptcy of such subsidiary, be repaid in full before any distributions to an obligor of the loans held by the Fund. Furthermore, these other assets over which other lenders have a lien may be substantially more liquid or valuable than the assets over which the Fund has a lien. The Fund invests in second-lien secured debt, which compounds the risks described in this paragraph. The Fund is Subject to Risks Relating to Certain Guarantees.
The Fund is Subject to Risks Relating to Secured Loans.
The Fund is Subject to Risks Relating to Senior Secured Debt and Unitranche Debt.
From time to time, the Fund may invest in unitranche loans with as between the First Out Lenders and Last Out Lenders until the occurrence of a trigger event, following which First Out Lenders will rank senior in priority to Last Out Lenders in terms of both interest and principal. In such an event, if the Last Out Lenders are not receiving cash interest payments, they will typically receive payment in kind or “PIK” interest (i.e., an increase to the principal balance of their loans). As a result, if the Fund acquires positions as Last Out Lenders, this would be more akin to that of second lien lenders and therefore the Fund would not expect to recover any of its outstanding principal or interest until the First Out Lenders have been repaid in full. Further, any veto rights with respect to voting and/or enforcement as between the First Out Lenders and the Last Out Lenders may also be negotiated for each transaction. As a result, even where the Fund acquires a majority stake in Retranched Loans, there can be no assurance that the Fund, as a Last Out Lender, will be in a position to direct enforcement of the security granted in respect of the Retranched Loans or be able to prevent certain decisions being taken by the First Out Lenders that may be adverse to the interests of the Fund. An agreement among lenders may also have restrictions on assignment, including requiring the Fund (as a lender) to give a right of first refusal to other lenders in the same Retranched Loan. Consequently, the Fund may not have the same liquidity in Retranched Loans as it would in a stand-alone credit facility.
“first-out”
and “last-out”
payment streams (either set up at closing or arranged after closing) (each, a “Retranched Loan”). Each Retranched Loan is generally expected to be documented under a single credit agreement with a single set of security agreements. Retranched Loans effectively create senior and junior loans with so called ‘first out lenders’ (“First Out Lenders”) receiving payments in priority to ‘last out lenders’ (“Last Out Lenders”) under certain circumstances. Interest is typically allocated in a manner which provides the First Out Lenders with an effective lower interest rate than the Last Out Lenders as a result of the lower risk profile in connection with being ‘first out’. In such arrangements, principal is typically allocated pro rata
The Fund is Subject to Business and Credit Risks.
zero-coupon
obligations or interest that is paid-in-kind
i.e.
i.e.
Business risks may be more significant in smaller portfolio companies or those that are embarking on a
build-up
or operating turnaround strategy. Such companies may have no or short operating histories, new technologies and products and their management teams may have limited experience working together, all of which enhance the difficulty of evaluating these investment opportunities. The management of such companies will need to implement and maintain successful finance personnel and other operational strategies and resources in order to become and remain successful. Other substantial operational risks to which such companies are subject include uncertain market acceptance of the company’s services, a potential regulatory risk for new or untried and/or untested business models (if applicable), products and services to the extent they relate to regulated activities in the relevant jurisdiction, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources and the potential for rapid organizational or strategic change. Such companies will have no or short operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. The Fund’s Investments May be Affected by Force Majeure Events.
i.e.
intervention into industry, including the nationalization of an industry or the assertion of control over one or more companies or its assets, could result in a loss, including if the Fund’s investment in such issuer is cancelled, unwound or acquired (which could be without what the Adviser considers to be adequate compensation). Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Fund may invest specifically. To the extent the Fund is exposed to investments in issuers that as a group are exposed to such force majeure events, the Fund’s risks and potential losses are enhanced.
The Fund is Subject to Risks Relating to Infectious Disease and Pandemics
(COVID-19),
or other similarly infectious diseases may have material adverse impacts on the Fund, the Adviser, their respective affiliates and portfolio companies. Actual pandemics, or fear of pandemics, can trigger market disruptions or economic turndowns with the consequences described above. The Adviser cannot predict the likelihood of disease outbreaks occurring in the future nor how such outbreaks may affect the Fund’s investments. The outbreak of disease epidemics may result in the closure of the Adviser’s and/or a portfolio company’s offices or other businesses, including office buildings, retail stores and other commercial venues and could also result in (a) the lack of availability or price volatility of raw materials or component parts necessary to a portfolio company’s business which may adversely affect the ability of a portfolio company to perform its obligations, (b) disruption of regional or global trade markets and/or the availability of capital, (c) the availability of leverage, including an inability to obtain indebtedness at all or to the Fund’s desired degree, and less favorable timing of repayment and other terms with respect to such leverage, (d) trade or travel restrictions which impact a portfolio company’s business and/or (e) a general economic decline and have an adverse impact on the Fund’s value, the Fund’s investments, or the Fund’s ability to make new investments. If a future pandemic occurs during a period when the Fund expects to be harvesting its investments, the Fund may not achieve its investment objective or may not be able to realize its investments within the Fund’s term.
The Fund Invests in Loans with Limited Amortization Requirements.
The Fund is Subject to Risks Relating to Potential Early Redemption of Some Investments.
The Fund is Subject to Risks Relating to Licensing Requirements.
the origination of loans. It may take a significant amount of time and expense to obtain such licenses or authorizations and the Fund may be required to bear the cost of obtaining such licenses and authorizations. There can be no assurance that any such licenses or authorizations would be granted or, if granted, whether any such licenses or authorizations would impose restrictions on the Fund. Such licenses or authorizations may require the disclosure of confidential information about the Fund, shareholders or their respective affiliates, including the identity, financial information and/or information regarding the shareholders and their officers and trustees. The Fund may not be willing or able to comply with these requirements. Alternatively, the Adviser and/or its affiliates may be compelled to structure certain potential investments in a manner that would not require such licenses and authorizations, although such transactions may be inefficient or otherwise disadvantageous for the Fund and/or any relevant portfolio company, including because of the risk that licensing authorities would not accept such structuring alternatives in lieu of obtaining a license or authorization. The inability of the Fund, the Adviser, the Adviser’s affiliates and/or certain of their respective employees to obtain necessary licenses or authorizations, the structuring of an investment in an inefficient or otherwise disadvantageous manner, or changes in licensing regulations, could adversely affect the Fund’s ability to implement its investment program and achieve its intended results. Further, the regulatory regimes related to certain assets may be complex, and therefore the Adviser and/or its affiliates may be required to incur significant expenses in order to comply.
The Fund is Subject to Risks Relating to Minority Investments; Joint Ventures;
Co-Investment
or Sourcing Programs.co-invest
with other parties including through partnerships, joint ventures, sourcing and syndication programs. In certain these cases, the Adviser may share management fees, incentive fees and/or other forms of compensation with such parties and the Fund may pay, and is expected to pay, fees or other compensation to sourcing partners or other third parties to access deal opportunities, as described in “ –The Fund is Subject to Risks Associated with Sourcing, Operating or Joint Venture Partners
Where a joint venture, sourcing or
co-investing
partner or third party has controlling or blocking rights or decision-making power with respect to a joint venture matter or an underlying investment, there can be no assurance that the matter will be resolved in the manner desired by the Fund. In addition, these types of voting arrangements may slow the decision-making process and hinder the Fund’s ability to act quickly. Cooperation among joint venture partners, sourcing partners or
co-investors
on existing and future business decisions will be an important factor for the sound operation and financial success of any joint venture, sourcing or other business relationships in which the Fund is involved. In particular, a joint venture or sourcing partner or co-investor
may have economic or business interests or goals that are inconsistent with those of the Fund, and the Fund may not be in a position to limit or otherwise protect the value of one or more of the Fund’s investments. Disputes among joint venture partners or co-investors
over obligations, expenses or other matters could have an adverse effect on the financial conditions or results of operations of the relevant businesses. Disputes with sourcing partners may limit the Fund’s investment opportunities in the future. In addition, the Fund may in certain circumstances be liable for actions of, or be obligated to indemnify, its joint venture or sourcing partners. In certain circumstances, the operations of a joint venture may be delegated to the joint venture partner and its employees. In such circumstances, the Adviser may not have, or may not have timely, visibility to issues that are not raised by the joint venture partner to the governing body of the joint venture, which issues may adversely impact the Fund’s investments.
day-to-day
In certain cases, conflicts of interest may arise between the Fund and a joint venture,
co-investment
or sourcing partner, for example, because such partner has invested in a different level of the issuer’s capital structure, it has different investment goals or timelines, because its management team may have an incentive plan which incentivizes risk-taking, or because it has a different or more expansive commercial relationship with the underlying portfolio company or asset owner, or in the case of a joint venture partner, because the partner also acts as lender to the joint venture. There can be no assurance that the partner with divergent interests from the Fund will cause the joint venture or other sourcing or co-investment
programs to be managed in a manner that is favorable to the Fund. Those conflicts of interest may become more acute where the Fund has agreed to limit its voting rights with respect to investments sourced by such partner. In addition, it is anticipated that the Fund could be invested in debt instruments issued by a joint venture entity while one or more Other HPS Investors will be invested in equity interests in such entity or vice versa, which presents certain potential conflicts of interest with respect to the capital structure of such entity. The Fund is Subject to Risks from Provision of Managerial Assistance and Control Person Liability
.
The Fund is Subject to Social Media Risk.
mis-information
dissemination. Many social media platforms immediately publish the content their subscribers and participants post often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to the interests of the Adviser, its affiliates, the Fund or a portfolio company. The dissemination of negative or inaccurate information related to the Adviser, its affiliates, the Fund or a portfolio company via social media could harm their business, reputation, financial condition, and results of operations, which could adversely affect the Fund’s investments and, due to reputational considerations, may influence the Adviser’s and/or its affiliate’s decision as to whether to remain invested in such investments.
The Fund is Subject to Risks of Investments in Certain Countries.
A portion of the Fund’s assets have been and continue to be invested in loans denominated in currencies other than the U.S. dollar or the price of which is determined with references to such currencies. As a result, any fluctuation in exchange rates will affect the value of investments. The Fund generally expects to employ hedging techniques designed to reduce the risk of adverse movements in currency exchange rates. Furthermore, the Fund may incur costs in connection with conversions between various currencies.
Investments in corporations or assets in certain countries may require significant government approvals under corporate, securities, exchange control, foreign investment and other similar laws. In addition, such investments may give rise to taxes in local jurisdictions, for which a shareholder may not be entitled to any corresponding credit or tax benefit to a shareholder. Such investments may also give rise to tax filing obligations for shareholders in these jurisdictions, although the Adviser may structure such investments so as to prevent such obligations from being imposed on shareholders. Also, some governments from time to time may impose restrictions intended to prevent capital flight, which may, for example, involve punitive taxation (including high withholding taxes) on certain securities or asset transfers or the imposition of exchange controls making it difficult or impossible to exchange or repatriate the local currency. In addition, the laws of various countries governing business organizations, bankruptcy and insolvency may make legal action difficult and provide little, if any, legal protection for investors.
The availability of information within developing countries and emerging market jurisdictions, including information concerning their economies and the securities of companies in such countries, and the amount of government supervision and regulation of private companies in developing countries, generally is more limited than is the case in more developed countries. The accounting, auditing and financial reporting standards and practices of certain countries may not be equivalent to those employed in more developed countries and may differ in fundamental respects. Accordingly, the Fund’s ability to conduct due diligence in connection with their investments and to monitor the investments may be adversely affected by these factors. The Fund may not be in a position to take legal or management control of its investments in certain countries. It may have limited legal recourse in the event of a dispute, and remedies might have to be pursued in the courts of the country in question where it may be difficult to obtain and enforce a judgment.
The Fund is Subject to Risks Relating to its Hedging Strategy and Policies.
into such hedging transactions. Additionally, hedging transactions will add to the cost of an investment, may require ongoing cash payments to counterparties, may subject the Fund to the risk that the counterparty defaults on its obligations, and may produce different economic or tax consequences to the shareholders than would apply if the Fund had not entered into such hedging transactions. The Fund may engage in short selling and use derivative instruments (including commodities hedging instruments) in implementing hedging transactions, including futures contracts, swaps, forward contracts, and options. Furthermore, upon the bankruptcy, insolvency or liquidation of any counterparty, the Fund may be deemed to be a general unsecured creditor of such counterparty and could suffer a total loss with respect to any positions and/or transactions with such counterparty.
In response to market events, the SEC and other national regulators have imposed, and may continue to impose, restrictions on and reporting obligations with respect to short selling. Uncertainty surrounding the confidential nature of the required disclosures of the Fund’s short sales could discourage short selling by the Fund in circumstances where HPS believes that the public disclosure of such short sales may be adverse to the Fund’s interests. In addition, limitations on the short selling of securities could interfere with the ability of the Fund to execute certain aspects of its investment programs, including its ability to hedge certain exposures and execute transactions to implement its risk management guidelines, and any such limitations may adversely affect the performance of the Fund.
The Fund is Subject to Risks Relating to Derivatives.
The Fund’s Ability to Enter into Transactions Involving Derivatives and Financial Commitment Transactions May Be Limited.
18f-4
under the 1940 Act, regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions), became effective. Under the newly adopted rule, BDCs that make significant use of derivatives are subject to a value-at-risk
e.g.
Changes in Interest Rates May Adversely Affect the Fund’s Investments.
The Fund is Subject to Risks Relating to Contingent Liabilities.
The Fund is Subject to Risks Relating to High Yield Debt.
The Fund is Subject to Risks Relating to Investments in Unsecured Debt.
The Fund is Subject to Risks Relating to Subordinated Loans.
debt service obligations. The level of risk associated with investments in subordinated loans increases if such investments are loans of distressed or below investment grade issuers. Default rates for subordinated loan securities have historically been higher than has been the case for investment grade securities.
The Fund is Subject to Risks Relating to
Non-Recourse
Obligations.
non-recourse
obligations of issuers. Such obligations are payable solely from proceeds collected in respect of collateral pledged by an issuer to secure such obligations. None of the owners, officers, directors or incorporators of the issuers, board members, any of their respective affiliates or any other person or entity will be obligated to make payments on the obligations. Consequently, the Fund, as holder of the obligations, must rely solely on distributions of proceeds of collateral debt obligations and other collateral pledged to secure obligations for payments due in respect of principal thereof and interest thereon. If distributions of such proceeds are insufficient to make payments on the obligations, no other assets will be available for such payments and following liquidation of all the collateral, the obligations of the issuers to make such payments will be extinguished. The Fund is Subject to Risks Relating to Publicly-Traded Securities.
non-public
information regarding the issuers of those securities or as a result of other policies of HPS or its affiliates. Accordingly, there can be no assurance that the Fund will make investments in public securities or other publicly traded instruments or, if it does, as to the amount it will invest. The inability to sell such securities or instruments in these circumstances could materially adversely affect the investment results of the Fund. The Fund is Subject to Risks Associated with Originating Loans to Companies in Distressed Situations.
The Fund is Subject to Risks Associated with Investments that May Become Distressed.
company or investment which becomes distressed. In any reorganization or liquidation proceeding relating to a company in which the Fund invests, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the Fund’s original investment and/or may be required to accept payment over an extended period of time. In addition, under applicable law, the Fund may not be able to participate in future financings for restructured investments. Under such circumstances, the returns generated from the Fund’s investments may not compensate the shareholders adequately for the risks assumed. For example, under certain circumstances, a lender who has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated, or disallowed, or may be found liable for damage suffered by parties as a result of such actions. In addition, under circumstances involving a portfolio company’s insolvency, payments to the Fund and distributions by the Fund to the shareholders may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Investments in restructurings involving
non-U.S.
portfolio companies may be subject to various laws enacted in the countries of their issuance for the protection of creditors. These considerations will differ depending on the country in which each portfolio company is located or domiciled. Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Adviser and/or its affiliates. To the extent that the Adviser and/or its affiliates becomes involved in such proceedings, the Fund may have participated more actively in the affairs of the company than that assumed generally by a passive investor. In addition, involvement by the Adviser and/or its affiliates in an issuer’s or portfolio company’s reorganization proceedings could result in the imposition of restrictions limiting the Fund’s ability to liquidate its position in the issuer and/or portfolio company. Such investments would likely take more time to realize before generating any returns and may not generate income during the course of reorganization.
The Fund is Subject to Risks Associated with Management of Distressed Investments.
The Fund is Subject to Risks Associated with Acquisitions of Portfolios of Loans
.
not include some of the characteristics, covenants and/or protections generally sought when the Fund acquires or originates individual loans. Furthermore, while some amount of defaults are expected to occur in portfolios, defaults in or declines in the value of investments in excess of these expected amounts may have a negative impact on the value of the portfolio and may reduce the return that the Fund receives in certain circumstances.
The Fund is Subject to Risks Associated with Revolver, Delayed-Draw and Line of Credit Investments
It is possible that a revolver, delayed-draw or line of credit investment would be bifurcated into separate investments, with certain investors (which may or may not include the Fund) participating in the initial drawdowns and other investors (which may or may not include the Fund) participating in the later drawdowns. In this situation, it is possible that investors that participate in the initial funding of an investment may receive certain economic benefits in connection with such initial funding, such as original issue discount, closing payments, or commitment fees and these benefits are expected to be allocated based on participation in the initial funding, regardless of participation in future funding obligations. Conversely, the investors participating only in the later funding obligations will have the benefit of the most recent portfolio company performance information in evaluating their investment whereas the investors that participated in the initial drawdowns (which may or may not include the Fund) will be obligated in any event to fund such later funding obligations. In certain cases, the Fund may participate in the initial funding of an investment, but may not participate in later-arising funding obligations (, the revolver, delayed-draw or line of credit portions) related to such investment, including because of capacity limitations that an investment vehicle may have for making new revolver, delayed-draw investments or lines of credit or because HPS or any of its affiliates forms a new investment fund focused on investing in revolvers, delayed-draw investments and lines of credit. As a result, the Fund may be allocated a smaller or larger portion of revolver, delayed-draw investments or lines of credit than other investors participating in the loan. Where the Fund and any other participating investors have not participated in each funding of an investment on a basis, conflicts of interest may arise between the Fund and the other investors as the interests of the Fund and the other investors may not be completely aligned with respect to such investment. In addition, a revolver, delayed draw investment or line of credit may be senior to the rest of the loan or to the initial funding, and as a result, the interests of the Fund may not be aligned with other participating investors. There can be no assurance that the Fund will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Fund.
i.e.
pro rata
The Fund is Subject to Risks Associated with Subordinated Debt Tranches.
pre-paid,
the exercise of remedies by more senior tranches and the possibility that no market will exist when the Fund seeks to sell its interests in CLO securities. If a CLO fails to satisfy one of the coverage tests provided in its indenture, all distributions on those CLO securities held by the Fund will cease until that CLO brings itself back into compliance with such coverage tests. CLO securities represent leveraged investments in the underlying collateral held by the CLO issuer. The use of leverage creates risk for the holders because the leverage increases their exposure to losses with respect to the collateral. As a result, the occurrence of defaults with respect to only a small portion of the collateral could result in the substantial or complete loss of the investment in the CLO securities. Payments of principal of, and interest on, debt issued by CLOs, and dividends and other distributions on subordinated and equity tranches of a CLO, are subject to priority of payments. CLO equity is subordinated to the prior payment of all obligations under debt securities. Further, in the event of default under any debt securities issued by a CLO, and to the extent that any elimination, deferral or reduction in payments on debt securities occurs, such elimination will be borne first by CLO equity and then by the debt securities in reverse order of seniority. Thus, the greatest risk of loss relating to defaults on the collateral held by CLOs is borne by the CLO equity.
The Fund is Subject to Risks Associated with Forming CLOs.
non-recourse
or limited-recourse basis to purchasers. It is possible that an interest in any such CLO held by us may be considered a “nonqualifying” portfolio investment for purposes of the 1940 Act. If we create a CLO, we will depend in part on distributions from the CLO’s assets out of its earnings and cash flows to enable us to make distributions to shareholders. The ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of the CLO’s debt, which could impact our ability to receive distributions from the CLO. If we do not receive cash flow from any such CLO that is necessary to satisfy the annual distribution requirement for maintaining RIC status, and we are unable to obtain cash from other sources necessary to satisfy this requirement, we may not maintain our qualification as a RIC, which would have a material adverse effect on an investment in the shares. Losing our RIC status could subject us to corporate-level income tax.
In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to us for distribution to shareholders. To the extent that any losses are incurred by the CLO in respect of any collateral, such losses will be borne first by us as owner of equity interests in the CLO.
The collateral manager for a CLO that we create may be the Fund, the Adviser or an affiliate, and such collateral manager may be entitled to receive compensation for structuring and/or management services. To the extent the Adviser or an affiliate other than the Fund serves as collateral manager and the Fund is obligated to compensate the Adviser or the affiliate for such services, we, the Adviser or the affiliate will implement offsetting arrangements to assure that we, and indirectly, our shareholders, pay no additional fees to the Adviser or the affiliate in connection therewith. To the extent the Fund serves as collateral manager, the Fund will receive no fees for providing such collateral management services.
The Fund is Subject to Risks Associated with Covenant-Lite Loans.
so-called
“covenant-lite loans.” Generally, covenant-lite loans either do not have certain maintenance covenants that would require the issuer to maintain debt service or other financial ratios or do not contain common restrictions on the ability of the issuer to change significantly its operations or to enter into other significant transactions that could affect its ability to repay such loans. Ownership of covenant-lite loans may expose the Fund to different risks, including with respect to liquidity, price volatility and ability to restructure loans, than is the case with loans that have financial maintenance covenants. As a result, the Fund’s exposure to losses may be increased, which could result in an adverse impact on the issuer’s ability to comply with its obligations under the loan. The Fund is Subject to Risks Associated with Investing in Equity.
The Fund is Subject to Risks Associated with Investing in Convertible Securities.
The Fund is Subject to Risks Associated with Investing in Structured Credit Instruments.
The Fund is Subject to Risks Associated with Assignments and Participations
set-off
against the obligor, and the Fund may not directly benefit from the collateral supporting the loan obligation in which it has purchased the participation. As a result, the Fund would assume the credit risk of both the obligor and the selling institution, which would remain the legal owner of record of the applicable loan. In the event of the insolvency of the selling institution, the Fund may be treated as a general creditor of the selling institution in respect of the participation, may not benefit from any
set-off
exercised by the selling institution against the obligor and may be subject to any set-off
exercised by the obligor against the selling institution. Assignments and participations are typically sold strictly without recourse to the selling institution, and the selling institution generally will make no representations or warranties about the underlying loan, the portfolio companies, the terms of the loans or any collateral securing the loans. Certain loans have restrictions on assignments and participations which may negatively impact the Fund’s ability to exit from all or part of its investment in a loan. In addition, if a participation interest is purchased from a selling institution that does not itself retain any portion of the applicable loan, such selling institution may have limited interests in monitoring the terms of the loan agreement and the continuing creditworthiness of the borrower. The Fund is Subject to Risks Relating to Fraudulent Conveyances and Voidable Preferences by Issuers.
In addition, it is possible a court may invalidate, in whole or in part, the indebtedness underlying an investment of the Fund as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the obligor or recover amounts previously paid by the obligor in satisfaction of such indebtedness. Moreover, in the event of the insolvency of an issuer of a portfolio company, payments made on its indebtedness could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before the portfolio company becomes a debtor in a bankruptcy case.
Even if the Fund does not engage in conduct that would form the basis for a successful cause of action based upon fraudulent conveyance or preference law, there can be no assurance as to whether any lending institution or other party from which the Fund may acquire such indebtedness, or any prior holder of such indebtedness, has not engaged in any such conduct (or any other conduct that would subject such indebtedness to disallowance or subordination under insolvency laws) and, if it did engage in such conduct, as to whether such creditor claims could be asserted in a U.S. court (or in the courts of any other country) against the Fund so that the Fund’s claim against the issuer would be disallowed or subordinated.
The Fund is Subject to Risks Related to Bankruptcy
.
73
may adversely affect the return on a creditor’s investment. Third, U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Fund’s influence with respect to a class of securities can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. Fourth, in the early stages of the bankruptcy process it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be substantial. Fifth, a bankruptcy may result in creditors and equity holders losing their ranking and priority as such if they are considered to have taken over management and functional operating control of a debtor. Sixth, the Fund may purchase creditor claims subsequent to the commencement of a bankruptcy case, and it is possible that such purchase may be disallowed by a court if it determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser.
Further, several judicial decisions in the United States have upheld the right of borrowers to sue lenders or bondholders on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender or bondholder has violated an implied or contractual duty of good faith and fair dealing owed to the borrower or issuer or has assumed a degree of control over the borrower or issuer resulting in the creation of a fiduciary duty owed to the borrower or issuer or its other creditors or shareholders. Because of the nature of certain of the investments, the Fund could be subject to allegations of lender liability. Because of the potential of HPS or its affiliates to have investments in several positions in the same, different or overlapping levels of a portfolio company’s capital structure, the Fund may be subject to claims from creditors of a portfolio company that the investments should be equitably subordinated to the payment of other obligations of the portfolio company by reason of the conduct of the Fund or HPS and its affiliates. In addition, under certain circumstances, a U.S. bankruptcy court could also recharacterize claims held by the Fund as equity interests, and thereby subject such claims to the lower priority afforded equity claims in certain restructuring scenarios.
The Fund is Subject to Risks Related to Exit Financing.
The Fund is Subject to Risks Related to Bankruptcy Involving
Non-U.S.
Companies.The Fund is Subject to Risks Relating to Creditors’ Committee and/or Board Participation
.
causes the Fund, the Adviser or their respective affiliates to be deemed affiliates or related parties of the portfolio company, the securities of such portfolio company held by the Fund may become restricted securities, which are not freely tradable. Participation on a creditors’ committee and/or board representation may also subject the Fund to additional liability to which they would not otherwise be subject as an ordinary course, third-party investor. The Fund will indemnify the Adviser or any other person designated by the Adviser for claims arising from such board and/or committee representation, which could adversely affect the return on the investments. The Fund will attempt to balance the advantages and disadvantages of such representation when deciding whether and how to exercise its rights with respect to such portfolio companies, but changes in circumstances could produce adverse consequences in particular situations.
The Fund is Subject to Risks of Investments in Special Situations.
in-depth
research coverage and, therefore, may present an increased risk of loss to the Fund. The Fund is Subject to Risks Associated with Real Estate.
–The Fund is Subject to Risks
Associated with Subordinated Debt Tranches
The Fund is Subject to Risks Associated with Investments in Portfolio Companies in Regulated Industries.
impose more comprehensive or stringent requirements on such company. Governments have considerable discretion in implementing regulations that could impact a portfolio company’s business, and governments may be influenced by political considerations and may make decisions that adversely affect a portfolio company’s business. Additionally, certain portfolio companies may have a unionized workforce or employees who are covered by a collective bargaining agreement, which could subject any such portfolio company’s activities and labor relations matters to complex laws and regulations relating thereto. Moreover, a portfolio company’s operations and profitability could suffer if it experiences labor relations problems. A work stoppage at one or more of any such portfolio company’s facilities could have a material adverse effect on its business, results of operations and financial condition. Any such problems additionally may bring scrutiny and attention to the Fund, which could adversely affect the Fund’s ability to implement its investment objective.
The Fund is Subject to Risks Associated with Investments in Original Issue Discount and Instruments.
Payment-In-Kind
non-cash
income in taxable and accounting income prior to receipt of cash, including the following: • |
the higher interest rates on PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans; |
• |
original issue discount and PIK instruments may have unreliable valuations because the accruals require judgments about collectability of the deferred payments and the value of any associated collateral; |
• |
an election to defer PIK interest payments by adding them to the principal on such instruments increases our future investment income which increases our net assets and, as such, increases the Adviser’s future base management fees which, thus, increases the Adviser’s future income incentive fees at a compounding rate; |
• |
market prices of PIK instruments and other zero-coupon instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. While PIK instruments are usually less volatile than zero-coupon debt instruments, PIK instruments are generally more volatile than cash pay securities; |
• |
the deferral of PIK interest on an instrument increases the loan-to-value |
• |
even if the conditions for income accrual under accounting principles generally accepted in the United States (“GAAP”) are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan; |
• |
for accounting purposes, cash distributions to investors representing original issue discount income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of original issue discount income may come from the cash invested by investors, the 1940 Act does not require that investors be given notice of this fact; |
• |
the required recognition of original issue discount or PIK interest for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of our investment company taxable income that may require cash distributions to shareholders in order to maintain our ability to maintain tax treatment as a RIC for U.S. federal income tax purposes; and |
• |
original issue discount may create a risk of non-refundable cash payments to the Adviser based on non-cash accruals that may never be realized. |
In addition, the part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that accrues prior to being received in cash, such as original issue
discount, market discount, and income arising from debt instruments with PIK interest or
zero-coupon
securities. If a portfolio company defaults on a loan that provides for such accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, and the Adviser will have no obligation to refund any fees it received in respect of such accrued income. The Fund is Subject to Risks Arising from Entering into a TRS Agreement.
A TRS is subject to market risk, liquidity risk and risk of imperfect correlation between the value of the TRS and the loans underlying the TRS. In addition, we may incur certain costs in connection with the TRS that could in the aggregate be significant. A TRS is also subject to the risk that a counterparty will default on its payment obligations thereunder or that we will not be able to meet our obligations to the counterparty.
The Fund is Subject to Risks Associated with Repurchase Agreements.
The Fund is Subject to Risks Relating to Securities Lending Agreements.
e.g.
mark-to-market
The Fund may invest the cash collateral received only in accordance with its investment objective, subject to the Fund’s agreement with the borrower of the securities. In the case of cash collateral, the Fund expects to pay a rebate to the borrower. The reinvestment of cash collateral will result in a form of effective leverage for the Fund.
Although voting rights or rights to consent with respect to the loaned securities pass to the borrower, the Fund, as the lender, will retain the right to call the loans and obtain the return of the securities loaned at any time on reasonable notice, and it will do so in order that the securities may be voted by the Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. The Fund may also call such loans in order to sell the securities involved. When engaged in securities lending, the Fund’s performance will continue to reflect changes in the value of the securities loaned and will also reflect the receipt of interest through investment of cash collateral by the Fund in permissible investments.
The Fund is Subject to Risks Relating to Asset-Based Financing
.
Further, the Fund may invest in loans to Fund Issuers that are unsecured but linked to financial tests based upon the value or cash flows of one or more of such Fund Issuer’s assets (including Underlying Portfolio Companies) or the distributions realized by the Fund Issuer from such assets (including Underlying Portfolio Companies). Similar to the above, the assets held by such Fund Issuers may be largely illiquid and, if pledged as collateral, may require consents and other steps in order to be foreclosed upon and sold. In addition, the cash flows produced by the assets held by such Fund Issuer may be irregular and/or insufficient to repay any or all of the amounts outstanding under such asset-based loan.
If a Fund Issuer defaults under its asset-based loan, the Fund will have to determine whether to accelerate the amounts due under the loan or enter into a workout negotiation or restructuring with the Fund Issuer. A workout negotiation or restructuring may entail a substantial reduction in the interest rate, a substantial write-down of principal, and/or a substantial change to the terms, conditions and covenants of such loans. If a loan is accelerated, the Fund may have difficulties foreclosing and ultimately selling any pledged collateral, including an Underlying Portfolio Company. If any such collateral is sold, it is possible that the proceeds of such sale or disposition will not be equal to the amount of principal and interest owed to the Fund. On the other hand, if the Fund elects not to sell any of the assets of the Fund Issuer and instead decide to collect the cash flows from the Underlying Portfolio Companies or other assets of the Fund Issuer, the cash flows produced may be irregular and/or insufficient to repay any or all of the amounts outstanding under such asset-based loan. As a result, upon
any
non-performance
or default under any such asset-based loans made by the Fund, the Fund may fail to recover some or all of its capital and/or expected returns, even if the loans are collateralized. In addition, the Fund’s asset-based loans may be subject to refinancing options, prepayment options or similar provisions that could result in the Fund Issuer repaying the principal on an obligation held by the Fund earlier than expected. As a consequence, if the Fund is not able to negotiate favorable prepayment premiums and/or
non-call
periods, the Fund’s ability to achieve its investment objective may be affected. Fund Issuers may also be permitted to issue additional indebtedness that would increase the overall leverage and fixed charges to which such Fund Issuers are subject. Such additional indebtedness could have structural or contractual priority, either as to specific collateral (including Underlying Portfolio Companies) or generally, over the ranking of the investment by the Fund. In the event of any default, restructuring or insolvency of any Underlying Portfolio Company or other assets pledged as collateral, the Fund could be subordinated to, or be required to share on a ratable basis, with any recoveries in favor of the holders of such other or additional indebtedness.
The Fund is Subject to Risks Relating to Portfolio Company Reputation.
Risks Relating to Certain Regulatory Matters
The Fund is Subject to Risks Relating to Regulations Governing the Fund’s Operation as a BDC.
The Fund Must Invest a Sufficient Portion of Assets in Qualifying Assets.
The Fund believes that most of the investments that it may acquire in the future will constitute qualifying assets. However, the Fund may be precluded from investing in what it believes to be attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If the Fund does not invest a sufficient portion of its assets in qualifying assets, it could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent the Fund, for example, from making
follow-on
investments in existing portfolio companies (which could result in the dilution of its position) or could require the Fund to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If the Fund needs to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. The Fund may not be able to find a buyer for such investments and, even if a buyer is found, the Fund may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on the Fund’s business, financial condition, results of operations and cash flows.
If the Fund does not maintain its status as a BDC, it would be subject to regulation as a registered
closed-end
management investment company under the 1940 Act. As a registered closed-end
management investment company, the Fund would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease its operating flexibility. As a Public Company, We Are Subject to Regulations Not Applicable to Private Companies, Such as Provisions of the Sarbanes-Oxley Act. Efforts to Comply With Such Regulations Will Involve Significant Expenditures, and
Non-Compliance
With Such Regulations May Adversely Affect Us.
Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until there is a public market for our shares, which is not expected to occur.
New or Modified Laws or Regulations Governing Our Operations May Adversely Affect Our Business.
by-laws
at the U.S. federal, state, and local levels. These laws and regulations, as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations, and interpretations may also come into effect. Any such new or changed laws or regulations could have a material adverse effect on the Fund’s business. The effects of such laws and regulations on the financial services industry will depend, in large part, upon the extent to which regulators exercise the authority granted to them and the approaches taken in implementing regulations. Future legislative and regulatory proposals directed at the financial services industry that are proposed or pending in the U.S. Congress may negatively impact the operations, cash flows or financial condition of the Fund or its portfolio companies, impose additional costs on portfolio companies or the Fund intensify the regulatory supervision of the Fund or its portfolio companies or otherwise adversely affect the Fund’s business or the business of its portfolio companies. Laws that apply to the Fund, either now or in the future, are often highly complex and may include licensing requirements. The licensing process can be lengthy and can be expected to subject the Fund to increased regulatory oversight. Failure, even if unintentional, to comply fully with applicable laws may result in sanctions, fines, or limitations on the ability of the Fund or the Adviser to do business in the relevant jurisdiction or to procure required licenses in other jurisdictions, all of which could have a material adverse effect on the Fund. In addition, if the Fund does not comply with applicable laws and regulations, it could lose any licenses that it then holds for the conduct of its business and may be subject to civil fines and criminal penalties.
Additionally, changes to the laws and regulations governing Fund operations, including those associated with RICs, may cause the Fund to alter its investment strategy in order to avail itself of new or different
opportunities or result in the imposition of corporate-level taxes on us. Such changes could result in material differences to the Fund’s strategies and plans and may shift the Fund’s investment focus from the areas of expertise of the Adviser to other types of investments in which the Adviser may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on the Fund’s results of operations and the value of an investor’s investment. If the Fund invests in commodity interests in the future, the Adviser may determine not to use investment strategies that trigger additional regulation by the CFTC or may determine to operate subject to CFTC regulation, if applicable. If the Adviser or the Fund were to operate subject to CFTC regulation, the Fund may incur additional expenses and would be subject to additional regulation.
In addition, certain regulations applicable to debt securitizations implementing credit risk retention requirements that have taken effect in both the U.S. and in Europe may adversely affect or prevent the Fund from entering into securitization transactions. These risk retention rules will increase the Fund’s cost of funds under, or may prevent the Fund from completing, future securitization transactions. In particular, the U.S. Risk Retention Rules require the sponsor (directly or through a majority-owned affiliate) of a debt securitization, such as CLOs, in the absence of an exemption, to retain an economic interest in the credit risk of the assets being securitized in the form of an eligible horizontal residual interest, an eligible vertical interest, or a combination thereof, in accordance with the requirements of the U.S. Risk Retention Rules. Given the more attractive financing costs associated with these types of debt securitizations as opposed to other types of financing available (such as traditional senior secured facilities), this increases our financing costs, which increases the financing costs ultimately borne by the Fund’s investors.
Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the
non-bank
financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank
credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of the Fund or otherwise adversely affect the Fund’s business, financial condition and results of operations. We Are Subject to Risks Related to Corporate Social Responsibility.
Our brand and reputation may be negatively impacted if we fail to act responsibly in a number of areas, such as considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand and our relationships with shareholders, which could adversely affect our business and results of operations.
Additionally, new regulatory initiatives related to ESG could adversely affect our business. The SEC has proposed rules that, in addition to other matters, would establish a framework for reporting of climate-related risks. For example, the SEC has announced that it may require disclosure of certain , the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We are, and our portfolio companies may be, or could in the future become subject to the risk that similar measures might be introduced in other jurisdictions in the future. At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all). Compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we or our portfolio companies
ESG-related
matters. There is a risk that a significant reorientation in the market following the implementation of these and further measures could be adverse to our portfolio companies if they are perceived to be less valuable as a consequence of, for example, their carbon footprint or “greenwashing” (i.e.
conduct our businesses and adversely affect our profitability. On the other hand, certain state governments have begun to challenge the use of ESG factors in investment decisions, potentially setting up conflicting standards for the Fund to address.
Changes to the Dodd-Frank Act May Adversely Impact the Fund.
CFIUS
& National Security/Investment Clearance Considerations.
non-U.S.
national security/investment clearance regulators depending on the beneficial ownership and control of interests in the entity purchasing such business, including with respect to CFIUS, where a co-investor
or other partner is a “foreign person” under applicable regulations. Certain of the Fund’s investors are expected to be “foreign persons,” and in the aggregate, may comprise a substantial portion of the Fund’s subscriptions, which may increase the risks of an investment being subject to CFIUS’ jurisdiction and the likelihood of CFIUS imposing restrictions on an investment. CFIUS agency practice is evolving rapidly, and CFIUS exercises substantial discretion in deciding how to interpret, apply and enforce the implementation of regulations. As a result, there can be no guarantee that investments by the Fund will not be reviewable by CFIUS and/or non-U.S.
national security/investment clearance regulators or that CFIUS and/or non-U.S.
national security/investment clearance regulators will not seek to evaluate the Fund’s investment activities. In the event that CFIUS or another regulator reviews – or would be expected to review – one or more of the proposed or existing investments of the Fund, there can be no assurances that the Adviser and/or its affiliates will be able to maintain, or proceed with, such transactions on terms acceptable to Adviser and/or its affiliates, or that such investment would be allocated to, or consummated by, the Fund rather than to one or more clients of the Adviser and/or its affiliates. CFIUS or another regulator may seek to impose limitations on or prohibit all or a portion of the transaction. Such limitations or restrictions may prevent the Fund from (i) maintaining or pursuing investments, (ii) disposing of investments, which could adversely affect the performance of the Fund and/or (iii) disclosing all information regarding certain transactions to all the Fund’s investors. Beginning on January 2, 2025, the U.S. Department of the Treasury’s Outbound Investment Security Program went into effect, which prohibits or requires notification of certain types of outbound investments by U.S. persons into certain entities located in or subject to the jurisdiction of China, Hong Kong, and Macau (as well as certain entities subject to Chinese ownership or control) that are engaged in the development of certain national security technologies and products (presently, certain semiconductors and microelectronics, quantum information technologies, and artificial intelligence technologies), as well as any other countries that are or may be designated under the program’s regulations. Together, these regulations may affect the Fund’s business and operations. In the event that CFIUS, the U.S. Department of Treasury administering the Outbound Investment Security Program, or a
non-U.S.
national security/investment clearance regulator reviews one or more of the proposed or existing investments of the Fund, there can be no assurances that the Fund will be able to maintain, or proceed with, such transactions on terms acceptable to the Adviser and/or its affiliates. Such regulator may seek to impose limitations on or prohibit all or a portion of the transaction. Such limitations or restrictions may prevent the Fund from (i) maintaining or pursuing investments in certain jurisdictions and/or (ii) disposing of investments already made in such jurisdictions, or may increase the cost and time associated with such activities, which could adversely affect the performance of our investment vehicles and in turn adversely affect our profitability. The Fund is Subject to Risks Relating to Laws, Regulations and Policies.
Pay-to-Play
so-called
“pay-to-play”
policies which prohibit, restrict or require disclosure of payments to, and/or certain contacts with, certain politicians or officials associated with public entities by individuals and entities seeking to do business with related entities, including seeking investments by public retirement funds in collective investment funds such as the Fund. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after the adviser or certain of its executives or employees makes a contribution to certain elected officials or candidates for certain elected offices. If the Adviser, its affiliates or their respective employees or affiliates violate such laws, rules, regulations or policies, such
pay-to-play
non-compliance
could have an adverse effect on the Fund. The Fund is Subject to Risks Relating to Government Policies, Changes in Laws, and International Trade.
In addition, governmental policies, including any changes (or uncertainty around future changes) to international trade agreements, tariffs and related regulations may adversely affect the business operations and performance of the Fund and its portfolio companies. These governmental policies could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact our business. Prospective shareholders should realize that any significant changes in governmental policies (including tariffs and other policies involving international trade) could have a material adverse impact on the Fund and its investments.
The Fund is Subject to Risks Relating to General Data Protection Regulations.
current
European privacy laws. It has superseded the existing Data Protection Directive, which is the key European legislation governing the use of personal data relating to living individuals. The GDPR provides enhanced rights to individuals with respect to the privacy of their personal data and applies not only to organizations with a presence in the European Union which use or hold data relating to living individuals, but also to those organizations that offer services to individual European Union investors. In addition, although regulatory behavior and penalties under the GDPR remain an area of considerable scrutiny, it does increase the sanctions for serious breaches to the greater of €20 million or 4% of worldwide revenue, the impact of which could be significant. Compliance with the GDPR may require additional measures, including updating policies and procedures and reviewing relevant IT systems, which may create additional costs and expenses for the Fund and therefore the shareholders. The Fund may have indemnification obligations in respect of, or be required to pay the expenses relating to, any litigation or action as a result of any purported
breach of the GDPR. Shareholders other than individuals in the European Union may not be afforded the protections of the GDPR. The Fund is Subject to Risks Arising from Potential Controlled Group Liability.
i.e.
plans which such portfolio company sponsors or to which it contributes. If the portfolio company were not able to satisfy those liabilities, they could become the responsibility of the Fund, causing it to incur potentially significant, unexpected liabilities for which reserves were not established.
The Fund is Subject to Risks Arising from Compliance with the SEC’s Regulation Best Interest
Risks Related to the HPS/BlackRock Transaction
The HPS/BlackRock Transaction.
BlackRock is one of the largest and most diverse financial institutions in the world. As a result, it currently has, and may in the future have, other business units that compete with HPS or seek investment opportunities that are appropriate for the Fund, and it has policies and procedures that may limit or otherwise impact the operations of HPS and/or the Fund. Further, certain issuers of potential investments for the Fund may prefer to work with a smaller or independent sponsor, which may adversely affect HPS’s ability to attract new investment opportunities for the Fund. Please see “” below.
Conflicts of Interest-BlackRock’s Activities
HPS believes that investors will benefit from the combination of BlackRock’s and HPS’s capabilities; however, there are certain potential conflicts of interest that will arise as a result of the ownership of HPS by BlackRock. For a discussion of certain risks and conflicts of interest relating to the investment advisory, management and other activities of BlackRock Financial Management, Inc. as well as certain other affiliated registered investment adviser subsidiaries of BlackRock, Inc., please refer to Part 2A of the Form ADV for BlackRock Financial Management, Inc., which shareholders are urged to read and which is available at http://www.adviserinfo.sec.gov/Firm/107105.
As further described in “” investors should be aware that the Affiliated Group now includes BlackRock (including its subsidiaries and other affiliated entities, funds and accounts).
Conflicts of Interest-Relationship among the Fund, the Adviser and the Investment Team
Federal Income Tax Risks
The Fund is Subject to RIC Qualification Risks
The Fund May Experience Difficulty with Paying Required Distributions
zero-coupon
securities, debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash
compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discount and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes. Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may not qualify for or maintain RIC tax treatment and thus may become subject to corporate-level income tax. The resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.
Some Investments May be Subject to Corporate-Level Income Tax
Certain Portfolio Investments May Present Special Tax Issues
investment grade if they were rated. Investments in these types of instruments may present special tax issues. U.S. federal income tax rules are not entirely clear about certain issues related to such investments such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, to distribute sufficient income to preserve our tax status as a RIC and minimize the extent to which we are subject to U.S. federal income or excise tax.
Legislative or Regulatory Tax Changes Could Adversely Affect Investors
The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in a Fund. Each prospective shareholder should read this entire registration statement and consult with its advisors before deciding whether to invest in the Fund. In addition, as the Fund’s investment program develops and changes over time, an investment in the Fund may be subject to additional and different risk factors.
86
USE OF PROCEEDS
We intend to use the net proceeds from this offering to (1) make investments in accordance with our investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing agreements we may enter into and (3) fund repurchases under our share repurchase program. Generally, our policy is to pay distributions and operating expenses from cash flow from operations, however, we are not restricted from funding these items from proceeds from this offering or other sources and may choose to do so, particularly in the earlier part of this offering.
We seek to invest the net proceeds received in this offering as promptly as practicable after receipt thereof, and in any event generally within 90 days of each subscription closing. However, depending on market conditions and other factors, including the availability of investments that meet our investment objective, we may be unable to invest such proceeds within the time period we anticipate. Pending such investment, we may have a greater allocation to syndicated loans or other liquid investments than we otherwise would or we may make investments in cash or cash equivalents (such as U.S. government securities or certain high quality debt instruments).
We estimate that we will incur approximately $17.
3
million of organizational and offering expenses (excluding the shareholder servicing and/or distribution fee) in connection with the offering, or approximately 0.06% of the gross proceeds, assuming maximum gross proceeds of $30,000,000,000. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance all of our Other Operating Expenses to the effect that such expenses do not exceed 1.00% (on an annualized basis) of the Fund’s NAV. We will be obligated to reimburse the Adviser for such advanced expenses only if certain conditions are met. See “Expense Support and Conditional Reimbursement Agreement.” Any reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates. The following tables set forth our estimate of how we intend to use the gross proceeds from this offering. Information is provided assuming that the Fund sells the maximum number of shares registered in this offering, or 1,187,178,472 shares. The amount of net proceeds may be more or less than the amount depicted in the table below depending on the public offering price of our shares and the actual number of shares we sell in this offering. The table below assumes that shares are sold at the current offering price of $25.27 per share. Such amount is subject to increase or decrease based upon our NAV per share.
The following tables present information about the net proceeds raised in this offering for each class, assuming that we sell the maximum primary offering amount of $30,000,000,000. The tables assume that 1/4 of our gross offering proceeds are from the sale of Class S shares, 1/4 of our gross offering proceeds are from the sale of Class D shares, 1/4 of our gross offering proceeds are from the sale of Class I shares and 1/4 of our gross offering proceeds are from the sale of Class F shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from what is shown in the tables below. Because amounts in the following tables are estimates, they may not accurately reflect the actual receipt or use of the gross proceeds from this offering. Amounts expressed as a percentage of net proceeds or gross proceeds may be higher or lower due to rounding.
The following table presents information regarding the use of proceeds raised in this offering with respect to Class S shares.
Maximum Offering of $7,500,000,000 in Class S Shares |
||||||||
| Gross Proceeds (1) |
$ |
7,500,000,000 |
100.00 |
% | ||||
| Upfront Sales Load (2) |
$ |
— |
0 |
% | ||||
| Organization and Offering Expenses (3) |
$ |
4, 319 ,000 |
0.06 |
% | ||||
| |
|
|
|
|||||
| Net Proceeds Available for Investment |
$ |
7,495, 681 ,000 |
99.94 |
% | ||||
| |
|
|
|
|||||
87
The following table presents information regarding the use of proceeds raised in this offering with respect to Class D shares.
Maximum Offering of $7,500,000,000 in Class D Shares |
||||||||
| Gross Proceeds (1) |
$ |
7,500,000,000 |
100.00 |
% | ||||
| Upfront Sales Load (2) |
$ |
— |
0 |
% | ||||
| Organization and Offering Expenses (3) |
$ |
4,319,000 |
0.06 |
% | ||||
| |
|
|
|
|||||
| Net Proceeds Available for Investment |
$ |
7,495,681,000 |
99.94 |
% | ||||
| |
|
|
|
|||||
The following table presents information regarding the use of proceeds raised in this offering with respect to Class I shares.
Maximum Offering of $7,500,000,000 in Class I Shares |
||||||||
| Gross Proceeds (1) |
$ |
7,500,000,000 |
100.00 |
% | ||||
| Upfront Sales Load (2) |
$ |
— |
0 |
% | ||||
| Organization and Offering Expenses (3) |
$ |
4,319,000 |
0.06 |
% | ||||
| |
|
|
|
|||||
| Net Proceeds Available for Investment |
$ |
7,495,681,000 |
99.94 |
% | ||||
| |
|
|
|
|||||
The following table presents information regarding the use of proceeds raised in this offering with respect to Class F shares.
Maximum Offering of $7,500,000,000 in Class F Shares |
||||||||
| Gross Proceeds (1) |
$ |
7,500,000,000 |
100.00 |
% | ||||
| Upfront Sales Load (2) |
$ |
— |
0 |
% | ||||
| Organization and Offering Expenses (3) |
$ |
4,319,000 |
0.06 |
% | ||||
| |
|
|
|
|||||
| Net Proceeds Available for Investment |
$ |
7,495,681,000 |
99.94 |
% | ||||
| |
|
|
|
|||||
(1) |
We intend to conduct a continuous offering of an unlimited number of Common Shares over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act; however, in certain states this offering is subject to annual extensions. |
(2) |
Neither the Fund nor the Managing Dealer will charge upfront sales load with respect to Class S shares, Class D shares, Class I shares or Class F shares; however, if you buy Class S shares, Class D shares, Class I shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares, a 2.0% cap on NAV for Class I shares and a 2.0% cap on NAV for Class F shares. We pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker, subject to FINRA limitations on underwriting compensation: (a) for Class S shares only, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV, (b) for Class D shares, a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV, and (c) for Class F shares only, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV, in each case, payable on a monthly basis in arrears as of the first calendar day of the month. No shareholder servicing or distribution fees are paid with respect to the Class I shares. The total amount that will be paid over time for shareholder servicing and/or distribution fees depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments, and is not expected to be paid from sources other than cash flow from operating activities. We will cease paying the shareholder servicing and/or distribution fee 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 |
88
shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, as required by exemptive relief that allows us to offer multiple classes of shares, 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 and the applicable selling agent), we 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. We may modify this requirement if permitted by applicable exemptive relief. 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. See “Plan of Distribution.” |
(3) |
The organization and offering expense numbers shown above represent our estimates of expenses to be incurred by us in connection with this offering and include estimated wholesaling expenses reimbursable by us. See “Plan of Distribution” for examples of the types of organization and offering expenses we may incur. |
89
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis of our financial condition and results of operations should be read in conjunction with “Financial Highlights” and our consolidated financial statements and related notes appearing elsewhere in this prospectus. The information in this section contains forward-looking statements, which relate to future events, our future performance or financial condition and involves numerous risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of uncertainties, risk and assumptions associated with these statements. 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 an externally 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 that commenced operations on February 3, 2022, 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 and a wholly-owned subsidiary of HPS. HPS is a part of BlackRock, one of the world’s leading providers of investment, advisory, and risk management solutions. We have elected to be treated, and intend to qualify annually, as a RIC under the Code.
managed, non-diversified closed-end management
Under our Investment 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 (including salaries, bonuses and benefits) and related expenses of our chief compliance officer, chief financial officer and their respective staffs; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator.
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 upper middle market companies and, in select situations, companies in special situations. We use the term upper middle market companies generally to mean companies with “EBITDA” of $75 million to $1 billion annually or $250 million to $5 billion in revenue annually at the time of investment. We have and may continue to invest in smaller or larger companies if an 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 also include a smaller allocation to more liquid credit investments such as
non-investment
grade broadly syndicated loans, leveraged loans, secured and unsecured corporate bonds, and securitized credit. 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. We 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 each case taking into account availability of leverage for such investments and our 90
target risk/return profile. In addition, we may also participate in programmatic investments through partnerships or joint ventures with one or more unaffiliated banks or other financial institutions, including structures where a partner assumes senior exposure to each investment, and we participate in the junior exposure.
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 funds and accounts sponsored or managed by the Adviser or HPS. We expect to invest in
co-investment
transactions with other funds and accounts sponsored or managed by the Adviser or HPS. To seek to enhance our returns, we employ leverage as market conditions permit and at the discretion of the Adviser, but we are subject to 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 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 have in the past and may in the future 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 subordinated notes issued in the securitization.
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 monthly or quarterly. 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
91
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 Investment Advisory Agreement; |
• |
our allocable portion of compensation (including salaries, bonuses, and benefits), overhead and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our 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 us; and (iii) any internal audit group personnel of HPS or any of its affiliates; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator; |
• |
all other expenses of the Fund’s operations, administrations and transactions. |
As our investment adviser prior to June 30, 2023, HPS agreed to advance all of our organization and offering expenses on our behalf through February 3, 2022, the date on which we broke escrow for our initial offering of Common Shares. On such date, the Fund became obligated to reimburse HPS for such advanced expenses and HPS subsequently requested reimbursement of these expenses and was paid pursuant to the Prior Expense Support Agreement. After such date, we bear all such expenses, subject to the Expense Support Agreement. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance all of our Other Operating Expenses to the effect that such expenses do not exceed 1.00% (on an annualized basis) of our NAV. We are obligated to reimburse the Adviser for such advanced expenses (including any additional expenses the Adviser elects to pay 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, the Adviser, the Administrator or their affiliates may pay third-party providers for goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses are ultimately borne by our shareholders.
Expense Support and Conditional Reimbursement Agreement
We have entered into an Expense Support Agreement with the Adviser. For additional information see “ to the consolidated financial statements included elsewhere in this prospectus.
Note 3. Fees, Expenses, Agreements and Related Party Transactions”
92
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 September 30, |
||||||||
2025 |
2024 |
|||||||
| Total investments, beginning of period |
$ |
20,464,154 |
$ |
10,984,581 |
||||
| New investments purchased |
3,927,107 |
2,219,511 |
||||||
| Payment-in-kind |
32,194 |
18,108 |
||||||
| Net accretion of discount on investments |
25,396 |
17,450 |
||||||
| Net realized gain (loss) on investments |
13,709 |
(4,548 |
) | |||||
| Investments sold or repaid |
(877,395 |
) |
(486,091 |
) | ||||
| |
|
|
|
|||||
| Total investments, end of period |
$ |
23,585,165 |
$ |
12,749,011 |
||||
| |
|
|
|
|||||
The following table presents certain selected information regarding our investment portfolio:
September 30, 2025 |
December 31, 2024 |
|||||||
| Weighted average yield on debt and income producing investments, at amortized cost (1) |
9.9 |
% |
10.4 |
% | ||||
| Weighted average yield on debt and income producing investments, at fair value (1) |
9.8 |
% |
10.4 |
% | ||||
| Weighted average yield on total portfolio, at amortized cost (2) |
9.8 |
% |
10.3 |
% | ||||
| Weighted average yield on total portfolio, at fair value (2) |
9.7 |
% |
10.3 |
% | ||||
| Number of portfolio companies |
382 |
315 |
||||||
| Weighted average EBITDA (3) |
$ |
249 |
$ |
215 |
||||
| Weighted average loan-to-value (“LTV”) (4) |
40 |
% |
40 |
% | ||||
| Percentage of performing debt investments bearing a floating rate, at fair value |
99.4 |
% |
99.3 |
% | ||||
| Percentage of performing debt investments bearing a fixed rate, at fair value |
0.6 |
% |
0.7 |
% | ||||
(1) |
Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts and less any annual amortization of premiums, as applicable, on accruing (i) debt and (ii) other income producing securities, divided by (b) total accruing (i) debt and (ii) other income producing securities (at fair value or amortized cost, as applicable). Actual yields earned over the life of each investment could differ materially from the yields presented above. |
(2) |
Computed as the annual stated interest rate or yield plus the annual accretion of discounts and less any annual amortization of premiums, as applicable, on all investments of the Fund, divided by total investments of the Fund (at fair value or amortized cost, as applicable). Actual yields earned over the life of each investment could differ materially from the yields presented above. |
93
(3) |
Calculated with respect to all level 3 investments in the investment portfolio for which fair value is determined by the Adviser (in its capacity as the investment adviser of the Fund, with assistance, at least quarterly, from a third-party valuation firm, and overseen by the Fund’s Board), and excludes quoted assets and investments with no reported EBITDA or where EBITDA, in the Adviser’s judgement made in its discretion, was not a material component of the original investment thesis, such as LTV-based loans, NAV-based loans or reorganized equity. Weighted average EBITDA is weighted based on the fair value of the total applicable level 3 investments. Excludes investments on non-accrual status. Figures are derived from the most recent financial statements from portfolio companies. |
(4) |
Calculated with respect to all level 3 debt investments in the investment portfolio for which fair value is determined by the Adviser (in its capacity as the investment adviser of the Fund, with assistance, at least quarterly, from a third-party valuation firm, and overseen by the Fund’s Board), and excludes quoted assets. LTV is calculated as net debt through each respective investment tranche in which the Fund holds an investment divided by enterprise value or value of underlying collateral of the portfolio company. Weighted average LTV is weighted based on the fair value of the total applicable level 3 debt investments. Excludes investments on non-accrual status. Figures are derived from the most recent financial statements from portfolio companies. |
Our investments consisted of the following:
September 30, 2025 |
December 31, 2024 |
|||||||||||||||||||||||
Amortized Cost |
Fair Value |
% of Total Investments at Fair Value |
Amortized Cost |
Fair Value |
% of Total Investments at Fair Value |
|||||||||||||||||||
| First lien debt |
$ |
22,797,650 |
$ |
23,024,539 |
96.60 |
% |
$ |
15,491,454 |
$ |
15,529,180 |
96.27 |
% | ||||||||||||
| Second lien debt |
26,664 |
27,113 |
0.11 |
35,984 |
31,340 |
0.19 |
||||||||||||||||||
| Other secured debt |
211,856 |
212,878 |
0.89 |
68,340 |
68,501 |
0.42 |
||||||||||||||||||
| Unsecured debt |
49,604 |
48,694 |
0.20 |
45,923 |
46,022 |
0.29 |
||||||||||||||||||
| Structured finance investments |
94,039 |
95,471 |
0.40 |
72,893 |
75,392 |
0.47 |
||||||||||||||||||
| Investments in joint ventures |
306,422 |
328,116 |
1.38 |
297,747 |
320,350 |
1.99 |
||||||||||||||||||
| Equity investments |
98,930 |
99,809 |
0.42 |
58,737 |
60,471 |
0.37 |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ |
23,585,165 |
$ |
23,836,620 |
100.00 |
% |
$ |
16,071,078 |
$ |
16,131,256 |
100.00 |
% | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As of September 30, 2025 and December 31, 2024, we had certain investments in ten and eight portfolio companies on
non-accrual
status, respectively. The following table shows the fair value of our performing debt and other income producing securities, and non-accrual
investments as of September 30, 2025 and December 31, 2024: September 30, 2025 |
December 31, 2024 |
|||||||||||||||
Fair Value |
Percentage |
Fair Value |
Percentage |
|||||||||||||
| Performing debt and income producing investments (1) |
$ |
23,299,283 |
99.38 |
% |
$ |
15,671,885 |
99.30 |
% | ||||||||
| Non-accrual (2) |
144,769 |
0.62 |
110,346 |
0.70 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
$ |
23,444,052 |
100.00 |
% |
$ |
15,782,231 |
100.00 |
% | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
(1) |
Excludes investments in joint ventures. |
94
(2) |
Investments on non-accrual represented 0.86% and 1.00% of amortized cost of total debt and income producing investments as of September 30, 2025 and December 31, 2024, respectively. |
The table below describes investments by industry composition based on fair value:
September 30, 2025 |
December 31, 2024 |
|||||||
| Aerospace and Defense |
5.36 |
% |
3.47 |
% | ||||
| Alternative Energy |
0.09 |
0.15 |
||||||
| Asset Based Lending and Fund Finance |
0.54 |
0.33 |
||||||
| Automobiles and Parts |
1.43 |
0.53 |
||||||
| Chemicals |
0.12 |
0.11 |
||||||
| Construction and Materials |
0.79 |
1.25 |
||||||
| Consumer Services |
4.67 |
4.41 |
||||||
| Electricity |
0.77 |
0.72 |
||||||
| Electronic and Electrical Equipment |
0.47 |
0.69 |
||||||
| Finance and Credit Services |
0.39 |
0.40 |
||||||
| Food Producers |
1.63 |
1.11 |
||||||
| Gas, Water and Multi-utilities |
0.17 |
0.27 |
||||||
| General Industrials |
1.91 |
2.34 |
||||||
| Health Care Providers |
11.03 |
10.98 |
||||||
| Household Goods and Home Construction |
0.01 |
0.04 |
||||||
| Industrial Engineering |
1.39 |
1.90 |
||||||
| Industrial Metals and Mining |
0.86 |
1.25 |
||||||
| Industrial Support Services |
9.80 |
12.03 |
||||||
| Industrial Transportation |
1.19 |
0.75 |
||||||
| Investment Banking and Brokerage Services |
4.60 |
4.35 |
||||||
| Investments in Joint Ventures |
1.38 |
1.99 |
||||||
| Leisure Goods |
0.00 |
0.01 |
||||||
| Life Insurance |
0.06 |
0.09 |
||||||
| Media |
3.59 |
4.89 |
||||||
| Medical Equipment and Services |
8.08 |
7.90 |
||||||
| Non-life Insurance |
2.84 |
3.90 |
||||||
| Oil, Gas and Coal |
0.32 |
0.46 |
||||||
| Personal Care, Drug and Grocery Stores |
2.42 |
3.02 |
||||||
| Personal Goods |
0.35 |
0.52 |
||||||
| Pharmaceuticals and Biotechnology |
4.53 |
3.75 |
||||||
| Real Estate Investment and Services |
0.39 |
0.54 |
||||||
| Retailers |
1.62 |
1.90 |
||||||
| Software and Computer Services |
21.78 |
20.14 |
||||||
| Structured Finance |
0.40 |
0.47 |
||||||
| Technology Hardware and Equipment |
0.26 |
0.36 |
||||||
| Telecommunications Equipment |
0.27 |
0.50 |
||||||
| Telecommunications Service Providers |
1.38 |
0.20 |
||||||
| Travel and Leisure |
3.11 |
2.28 |
||||||
| |
|
|
|
|||||
| Total |
100.00 |
% |
100.00 |
% | ||||
| |
|
|
|
|||||
95
The table below describes investments by geographic composition based on fair value:
September 30, 2025 |
December 31, 2024 |
|||||||
United States |
83.92 | % | 84.40 | % | ||||
United Kingdom |
6.26 | 6.02 | ||||||
Sweden |
2.43 | 2.44 | ||||||
Australia |
1.30 | 1.64 | ||||||
Spain |
1.18 | 1.28 | ||||||
France |
0.99 | 0.83 | ||||||
Germany |
0.93 | 0.72 | ||||||
Austria |
0.71 | 0.56 | ||||||
Belgium |
0.69 | 0.09 | ||||||
Canada |
0.61 | 0.54 | ||||||
Czech Republic |
0.26 | — | ||||||
Taiwan |
0.21 | 0.29 | ||||||
Italy |
0.19 | 0.79 | ||||||
Singapore |
0.15 | 0.20 | ||||||
Norway |
0.10 | 0.13 | ||||||
Luxembourg |
0.05 | 0.07 | ||||||
Ireland |
0.01 | — | ||||||
Netherlands |
0.01 | — | ||||||
Total |
100.00 | % | 100.00 | % | ||||
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 may 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. |
ULTRA III, LLC
On June 1, 2023, the Fund entered into a limited liability company agreement (the “LLC Agreement”) with the Capital One Member (“COM”) to establish a joint venture to make certain unitranche loans to U.S. middle-market companies. The joint venture is called ULTRA III, LLC (“ULTRA III”).
As of September 30, 2025, the Fund and COM have committed to contribute up to $550.0 million and $78.6 million, respectively, of capital to ULTRA III. As of September 30, 2025, the Fund had contributed (net of returns of capital) $316.5 million and COM had contributed (net of returns of capital) $45.2 million of capital and $225.1 million and $32.2 million of capital remained uncalled from the Fund and COM, respectively. The Fund and COM own 87.5% and 12.5%, respectively, of the membership interests of ULTRA III. All portfolio decisions and generally all other decisions in respect of ULTRA III must be approved by a credit committee of ULTRA III consisting of representatives of the Fund and COM (generally with approval from a representative of each required). The Fund and COM have equal voting rights with respect to the joint venture. The Fund does not consolidate the ULTRA III joint venture.
96
The following table is a summary of ULTRA III’s portfolio as of September 30, 2025 and December 31, 2024:
September 30, 2025 |
December 31, 2024 |
|||||||
Total senior secured debt investments at fair value |
$ | 1,146,834 | $ | 1,093,548 | ||||
Number of portfolio companies |
7 | 7 | ||||||
Weighted average yield on debt investments, at amortized cost (1) |
9.8 | % | 10.3 | % | ||||
Weighted average yield on debt investments, at fair value (1) |
9.6 | % | 10.1 | % | ||||
Percentage of performing debt investments bearing a floating rate, at fair value |
100 | % | 100 | % | ||||
Percentage of performing debt investments bearing a fixed rate, at fair value |
— | % | — | % | ||||
Percentage of assets on non-accrual (2) |
— | % | — | % | ||||
| (1) | Computed as the annual stated interest rate or yield plus the annual accretion of discounts and less any annual amortization of premiums, as applicable, on accruing debt securities, divided by total accruing debt securities (at fair value or amortized cost, as applicable). Actual yields earned over the life of each investment could differ materially from the yields presented above. |
| (2) | As a percentage of fair value of investments of ULTRA III. ULTRA III had no assets on non-accrual as of September 30, 2025 and December 31, 2024. |
Results of Operations
The following table represents our operating results:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Total investment income |
$ | 576,489 | $ | 373,253 | $ | 1,525,995 | $ | 1,018,014 | ||||||||
Total expenses |
279,563 | 171,627 | 725,161 | 467,915 | ||||||||||||
Net investment income before excise tax |
296,926 | 201,626 | 800,834 | 550,099 | ||||||||||||
Excise tax expense |
1,773 | 3,643 | 5,218 | 4,197 | ||||||||||||
Net investment income after excise tax |
295,153 | 197,983 | 795,616 | 545,902 | ||||||||||||
Net realized gain (loss) |
(12,987 | ) | (4,520 | ) | (165,225 | ) | (9,527 | ) | ||||||||
Net change in unrealized appreciation (depreciation) |
29,072 | 7,934 | 24,410 | 89,169 | ||||||||||||
Net increase (decrease) in net assets resulting from operations |
$ | 311,238 | $ | 201,397 | $ | 654,801 | $ | 625,544 | ||||||||
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.
97
Investment Income
Investment income was as follows:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Interest income |
$ | 529,730 | $ | 345,624 | $ | 1,403,906 | $ | 940,968 | ||||||||
Payment-in-kind |
33,973 | 17,916 | 82,808 | 52,856 | ||||||||||||
Dividend Income |
12,217 | 8,747 | 38,183 | 18,960 | ||||||||||||
Other income |
569 | 966 | 1,098 | 5,230 | ||||||||||||
Total investment income |
$ | 576,489 | $ | 373,253 | $ | 1,525,995 | $ | 1,018,014 | ||||||||
Total investment income increased to $576.5 million for the three months ended September 30, 2025 from $373.3 million for the same period in the prior year primarily driven by our deployment of capital, the increased balance of our investments and by increased dividend income. Interest income increased as a result of an increase in our accruing debt investment’s funded par, which increased to $23,522.4 million as of September 30, 2025, from $12,705.4 million in the prior year. This was partially offset by a decline in benchmark interest rates during the three months ended September 30, 2025, as compared to the same period in the prior year. The increase in dividend income is primarily from ULTRA III, which was $11.0 million for the three months ended September 30, 2025, as compared to $7.6 million for the same period in the prior year. At September 30, 2025, the size of our investment portfolio at fair value was $23,836.6 million and our weighted average yield on debt and income producing securities at fair value was 9.8%.
Total investment income increased to $1,526.0 million for the nine months ended September 30, 2025 from $1,018.0 million for the same period in the prior year primarily driven by our deployment of capital, the increased balance of our investments and by increased dividend income. This was partially offset by a decline in benchmark interest rates during the nine months ended September 30, 2025, as compared to the same period in the prior year. The increase in dividend income is primarily from ULTRA III, which was $34.6 million for the nine months ended September 30, 2025, as compared to $16.1 million for the same period in the prior year.
For the three months ended September 30, 2025 and 2024, PIK income represented 6.1% and 5.1% of total investment income, respectively. We expect that PIK income will vary based on the elections of certain borrowers.
For the nine months ended September 30, 2025 and 2024, PIK income represented 5.7% and 5.5% of total investment income, respectively. We expect that PIK income will vary based on the elections of certain borrowers.
98
Expenses
Expenses were as follows:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Interest expense |
$ | 184,795 | $ | 106,274 | $ | 480,218 | $ | 281,035 | ||||||||
Management fees |
36,223 | 24,001 | 97,992 | 63,547 | ||||||||||||
Income based incentive fee |
43,473 | 29,258 | 115,364 | 81,848 | ||||||||||||
Capital gains incentive fee |
— | 427 | (12,950 | ) | 9,955 | |||||||||||
Shareholder servicing and/or distribution fees |
||||||||||||||||
Class D |
749 | 642 | 2,132 | 1,699 | ||||||||||||
Class F |
6,879 | 5,144 | 18,964 | 14,177 | ||||||||||||
Class S |
1,534 | 604 | 3,788 | 1,200 | ||||||||||||
Professional fees |
1,448 | 1,083 | 4,764 | 2,682 | ||||||||||||
Board of Trustees’ fees |
149 | 149 | 463 | 449 | ||||||||||||
Administrative service expenses |
578 | 931 | 3,335 | 2,600 | ||||||||||||
Other general & administrative |
3,535 | 2,506 | 9,959 | 7,299 | ||||||||||||
Amortization of continuous offering costs |
200 | 608 | 1,132 | 1,424 | ||||||||||||
Excise tax expense |
1,773 | 3,643 | 5,218 | 4,197 | ||||||||||||
Total expenses (including excise tax expense) |
$ | 281,336 | $ | 175,270 | $ | 730,379 | $ | 472,112 | ||||||||
Interest Expense
Total interest expense (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts) increased to $184.8 million for the three months ended September 30, 2025 from $106.3 million for the same period in the prior year primarily driven by increased borrowings under the Credit Facilities, Unsecured Notes, and debt securitization issuances. The average principal debt outstanding increased to $10,932.2 million for the three months ended September 30, 2025 from $4,794.1 million for the same period in the prior year. This was partially offset by a decrease in our weighted average interest rate (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts) for the three months ended September 30, 2025 to 6.71% from 8.82% for the same period in the prior year.
Total interest expense (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts) increased to $480.2 million for the nine months ended September 30, 2025 from $281.0 million for the same period in the prior year primarily driven by increased borrowings under the Credit Facilities, Unsecured Notes, and debt securitization issuances. The average principal debt outstanding increased to $9,329.4 million for the nine months ended September 30, 2025 from $4,180.9 million for the same period in the prior year. This was partially offset by a decrease in our weighted average interest rate (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts) for the nine months ended September 30, 2025 to 6.88% from 8.98% for the same period in the prior year.
Management Fees
Management fees increased to $36.2 million for the three months ended September 30, 2025 from $24.0 million for the same period in the prior year primarily due to an increase in net assets. Management fees increased to $98.0 million for the nine months ended September 30, 2025 from $63.5 million for the same period
99
in the prior year primarily due to an increase in net assets. 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.
Income Based Incentive Fee
Income based incentive fees increased to $43.5 million for the three months ended September 30, 2025 from $29.3 million for the same period in the prior year primarily due to our deployment of capital and an increase in
Pre-Incentive
Fee Net Investment Income Returns. Income based incentive fees increased to $115.4 million for the nine months ended September 30, 2025 from $81.8 million for the same period in the prior year primarily due to our deployment of capital and an increase in Pre-Incentive
Fee Net Investment Income Returns. Capital Gains Incentive Fees
U.S. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. This GAAP accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the capital gains incentive fee plus the aggregate cumulative unrealized capital appreciation, net of any expense associated with cumulative unrealized capital depreciation or appreciation. If such amount is positive at the end of a period, then GAAP requires us to record a capital gains incentive fee equal to 12.5% of such cumulative amount, less the aggregate amount of actual capital gains incentive fees paid or capital gains incentive fees accrued under GAAP in all prior periods.
There were no capital gains based incentive fees incurred for the three months ended September 30, 2025, as compared to $0.4 million for the same period in the prior year due to the Fund being in a cumulative net realized and unrealized loss position during the current period, compared to net realized and unrealized gains earned in the prior period. Capital gains based incentive fees were $(12.9) million for the nine months ended September 30, 2025, as compared to $10.0 million for the same period in the prior year due to net realized and unrealized losses incurred in the period, compared to net unrealized gains earned in the prior period. 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.
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, and other professional fees incurred related to the management of the Fund. Administrative service expenses 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 increased to $5.9 million for the three months ended September 30, 2025, from $5.3 million for the same period in the prior year primarily driven by an increase of professional fees and other general & administrative expenses due to servicing a growing portfolio.
Total other expenses increased to $19.7 million for the nine months ended September 30, 2025, from $14.5 million for the same period in the prior year primarily driven by an increase of professional fees, administrative service expenses and other general & administrative expenses due to servicing a growing portfolio.
100
Under the terms of the Prior Administration Agreement (as defined below), Administration Agreement, the Prior Investment Advisory Agreement (as defined below) and Investment Advisory 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 months ended September 30, 2025, the Administrator charged $0.6 million, a decrease from $0.9 million for the same period in the prior year, for certain costs and expenses allocable to the Fund under the terms of the Administration Agreement. For the nine months ended September 30, 2025, the Administrator charged $3.3 million, an increase from $2.6 million for the same period in the prior year, for certain costs and expenses allocable to the Fund under the terms of the Administration Agreement.
Shareholder servicing and/or distributions fees increased to $9.2 million for the three months ended September 30, 2025 from $6.4 million for the same period in the prior year primarily due to an increase in shares outstanding. Shareholder servicing and/or distributions fees increased to $24.9 million for the nine months ended September 30, 2025 from $17.1 million for the same period in the prior year primarily due to an increase in shares outstanding.
We entered into an Expense Support Agreement with the Adviser. For additional information see to the consolidated financial statements included elsewhere in this prospectus.
“Note 3. Fees, Expenses, Agreements and Related Party Transactions”
Income Taxes, Including Excise Taxes
We have elected 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 each taxable year 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 (if any) 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 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 distributions from such income, we will accrue excise tax on estimated excess taxable income.
For the three months ended September 30, 2025 and 2024, we incurred U.S. federal excise tax of $1.8 million and $3.6 million, respectively. For the nine months ended September 30, 2025 and 2024, we incurred U.S. federal excise tax of $5.2 million and $4.2 million, respectively.
Net Realized Gain (Loss)
Net realized gains and losses were comprised of the following:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Non-controlled/non-affiliated |
$ | 13,709 | $ (4,548) | $ (33,597) | $ (16,022) | |||||||||||
Foreign currency forward contracts |
(28,365 | ) | (763 | ) | (132,739 | ) | (3,417 | ) | ||||||||
Foreign currency transactions |
1,669 | 791 | 1,111 | 9,912 | ||||||||||||
Net realized gain (loss) |
$ | (12,987 | ) | $ | (4,520 | ) | $ | (165,225 | ) | $ | (9,527 | ) | ||||
101
For the three months ended September 30, 2025, we generated net realized gains (losses) on investments of $13.7 million, primarily driven by foreign currency realized gains of $23.3 million on investments (included in realized gains on investments), which was partially offset by the restructuring of a private debt investment (realized loss on New Era Technology Inc. of $(6.3) million) and net realized losses of $(3.5) million from the sales of syndicated loans. We generated realized losses on foreign currency forwards contracts, primarily as a result of fluctuations in the EUR exchange rate, which was offset by unrealized gains on foreign currency as described below.
non-controlled/non-affiliated
For the three months ended September 30, 2024, we generated net realized gains (losses) of $(4.5) million, driven primarily by net realized losses of $(5.5) million from the sales of syndicated loans, offset by a $0.4 million gain on sales of private debt investments and foreign currency realized gains of $0.5 million on investments (included in realized losses on investments) primarily due to the sale of a EUR denominated investment.
non-controlled/non-affiliated
For the nine months ended September 30, 2025, we generated net realized gains (losses) on investments of $(33.6) million, primarily driven by realized losses of $(41.4) million on the restructuring of five private debt investments (realized losses on ERC Topco Holdings, LLC of $(13.3) million, Zips Car Wash, LLC of $(9.7) million, Artemis Bidco Limited of $(7.2) million, New Era Technology Inc. of $(6.3) million and Galaxy US Opco Inc. of $(4.9) million) and net realized losses of $(19.5) million primarily from the sale of syndicated loans, which were offset by net realized gains of $0.6 million on the exit of an equity investment, and foreign currency net realized gains on investments of $26.5 million (included in realized losses on investments). We generated realized losses on foreign currency forwards contracts, primarily as a result of fluctuations in the EUR and GBP exchange rates, which was largely offset by unrealized gains on foreign currency as described below.
non-controlled/non-affiliated
For the nine months ended September 30, 2024, we generated net realized gains (losses) of $(9.5) million, driven by net realized losses on investments of $(8.9) million primarily from the sales of syndicated loans and bonds and the restructuring of a private debt investment, and foreign currency realized losses of $(7.1) million on investments (included in realized losses on investments) primarily due to a repayment of an AUD denominated investment. We generated realized losses on foreign currency forwards contracts, primarily as a result of fluctuations in the AUD, EUR and GBP exchange rates. Realized losses were partially offset by $9.9 million of gains on foreign currency transactions, as a result of repayments of foreign borrowings and conversions of foreign cash balances, primarily attributable to fluctuations in the AUD, EUR, GBP and CAD exchange rates.
non-controlled/non-affiliated
non-controlled/non-affiliated
Net Change in Unrealized Appreciation (Depreciation)
Net change in unrealized appreciation (depreciation) was comprised of the following:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Non-controlled/non-affiliated |
$ (42,637) | $ | 72,233 | $ | 191,291 | $ | 110,952 | |||||||||
Non-controlled/affiliated investments |
(258 | ) | 31 | 895 | 405 | |||||||||||
Controlled/affiliated investments |
1,903 | 7,763 | (909 | ) | 20,685 | |||||||||||
Foreign currency forward contracts |
60,336 | (49,758 | ) | (48,816 | ) | (32,510 | ) | |||||||||
Translation of assets and liabilities in foreign currencies |
9,728 | (22,335 | ) | (118,051 | ) | (10,363 | ) | |||||||||
Net change in unrealized appreciation (depreciation) |
$ | 29,072 | $ | 7,934 | $ | 24,410 | $ | 89,169 | ||||||||
102
For the three months ended September 30, 2025, the change in unrealized appreciation (depreciation) on the investment portfolio was $15.3 million (excluding the impact of foreign currency) due to spread tightening in the private credit market, which were offset by foreign currency unrealized losses of $(56.3) million on investments (included in unrealized losses on investments) primarily as a result of fluctuations in the EUR and GBP exchange rates. The remaining $70.1 million of the net unrealized appreciation (depreciation) represents the net unrealized gains as a result of foreign currency fluctuations impacting the value of our foreign currency forward contracts, foreign debt and cash balances.
For the three months ended September 30, 2024, the fair value of the investment portfolio remained relatively flat as there were net unrealized gains of $4.6 million, excluding the impact of foreign currency. The remaining $3.3 million represents the net unrealized gains as a result of foreign currency fluctuations impacting the value of the investment portfolio, foreign currency forward contracts, foreign debt and cash balances.
For the nine months ended September 30, 2025, the change in unrealized appreciation (depreciation) on the investment portfolio was $(82.4) million (excluding the impact of foreign currency) due to certain credit specific write-downs in the private portfolio, which were offset by foreign currency unrealized gains of $273.7 million on investments (included in unrealized gains on investments) primarily as a result of fluctuations in the AUD, EUR and GBP exchange rates. The remaining $(166.9) million of the net unrealized appreciation (depreciation) represents the net unrealized losses as a result of foreign currency fluctuations impacting the value of our foreign currency forward contracts, foreign debt and cash balances.
For the nine months ended September 30, 2024, the fair value of the investment portfolio increased $79.6 million primarily resulting from spread tightening in both the public and private credit markets. The remaining $9.6 million represents the net unrealized gains as a result of foreign currency fluctuations impacting the value of the investment portfolio, foreign currency forward contracts, foreign debt and cash balances.
Realized and Unrealized Gains/(Losses) on Foreign Currency
In the ordinary course of business, we may invest in securities denominated in foreign currencies. This exposes us to foreign exchange rate risk should the value of local currencies decline relative to the United States dollar. As a result, we aim to hedge substantially all of our foreign currency exposure by entering into foreign currency forward contracts and borrowing in foreign currency from our credit facilities, which reduces our exposure to foreign currency exchange rate fluctuations in the value of foreign currencies.
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Realized gain/(losses) on: |
||||||||||||||||
Investments |
$ | 23,328 | $ | 495 | $ | 26,529 | $ | (7,125 | ) | |||||||
Foreign currency forward contracts |
(28,365 | ) | (763 | ) | (132,739 | ) | (3,417 | ) | ||||||||
Translation of assets and liabilities in foreign currencies |
1,669 | 791 | 1,111 | 9,912 | ||||||||||||
Net realized gains/(losses) |
$ | (3,368 | ) | $ | 523 | $ | (105,099 | ) | $ | (630 | ) | |||||
Unrealized gain/(losses) on: |
||||||||||||||||
Investments |
(56,281 | ) | 75,405 | 273,677 | 52,459 | |||||||||||
Foreign currency forward contracts |
60,336 | (49,758 | ) | (48,816 | ) | (32,510 | ) | |||||||||
Translation of assets and liabilities in foreign currencies |
9,728 | (22,335 | ) | (118,051 | ) | (10,363 | ) | |||||||||
Net unrealized gains/(losses) |
$ | 13,783 | $ | 3,312 | $ | 106,810 | $ | 9,586 | ||||||||
Net realized and unrealized gains/(losses): |
$ | 10,415 | $ | 3,835 | $ | 1,711 | $ | 8,956 | ||||||||
103
For the three and nine months ended September 30, 2025, the net realized and unrealized gains/(losses) on foreign currency fluctuations impacting the value of the investment portfolio, foreign currency forward contracts, and foreign debt and cash balances was $10.4 million and $1.7 million, respectively. When we are hedging foreign currency exposure through forward contracts and the local currency base rate (i.e., funding cost) is lower or higher than our functional currency, there is positive or negative “carry” embedded in the forward contract. For the three and nine months ended September 30, 2025, the net gains on foreign currency were driven primarily by the positive carry from base rate differentials on forward contracts for local currencies versus the U.S. Dollar.
For the three and nine months ended September 30, 2024, the net realized and unrealized gains/(losses) on foreign currency fluctuations impacting the value of the investment portfolio, foreign currency forward contracts, and foreign debt and cash balances was $3.8 million and $9.0 million, respectively.
Interest Rate Swaps
We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities. We have designated certain interest rate swaps to be in a hedge accounting relationship. See “” to the consolidated financial statements included elsewhere in this prospectus for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See our schedule of investments for additional disclosure regarding these derivative instruments. See “” to the consolidated financial statements included elsewhere in this prospectus for additional disclosure regarding the carrying value of our debt.
Item 1. Consolidated Financial Statements-Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies
Item 1. Consolidated Financial Statements-Notes to Consolidated Financial Statements-Note 7. Borrowings
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, unsecured debt issuances, debt securitization issuances, 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 September 30, 2025 and December 31, 2024, we had several asset-based leverage facilities, a corporate-level revolving credit facility, unsecured note issuances and debt securitization issuances. 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 additional unsecured notes and debt securitizations. 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 September 30, 2025 and December 31, 2024, we had an aggregate amount of $12,239.0 million and $7,508.7 million, respectively, of principal debt outstanding and our asset coverage ratio was 195.8% and 216.3%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.
Cash and cash equivalents as of September 30, 2025, taken together with our $3,489.0 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 September 30, 2025, we had significant amounts payable and commitments for existing and new investments, which we planned to fund using our available borrowing capacity under our credit
104
facilities. Additionally, we held $1,816.1 million of syndicated loans and other liquid investments as of September 30, 2025, which could provide additional liquidity if necessary.
Although we have historically been able to obtain sufficient borrowing capacity, 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 September 30, 2025, we had $419.3 million in cash and cash equivalents. During the nine months ended September 30, 2025, cash used in operating activities was $6,766.6 million, primarily as a result of funding portfolio investments of $9,041.9 million and partially offset by proceeds from sale of investments and principal repayments of $1,637.8 million and other operating uses of $637.5 million. Cash provided by financing activities was $6,957.0 million during the period, primarily as a result of new share issuances related to $3,374.6 million of subscriptions and net borrowings (repayments) of $4,611.7 million.
Equity
The following table summarizes transactions in common shares of beneficial interest during the three months ended September 30, 2025:
Shares |
Amount |
|||||||
CLASS I |
||||||||
Subscriptions |
20,669,851 | $ | 521,356 | |||||
Share transfers between classes |
25,263 | 638 | ||||||
Distributions reinvested |
1,122,512 | 28,310 | ||||||
Share repurchases |
(2,017,858 | ) | (50,991 | ) | ||||
Early repurchase deduction |
— | 13 | ||||||
Net increase (decrease) |
19,799,768 | $ | 499,326 | |||||
CLASS D |
||||||||
Subscriptions |
2,578,928 | $ | 65,057 | |||||
Share transfers between classes |
433,715 | 10,933 | ||||||
Distributions reinvested |
529,293 | 13,348 | ||||||
Share repurchases |
(1,438,900 | ) | (36,361 | ) | ||||
Early repurchase deduction |
— | 4 | ||||||
Net increase (decrease) |
2,103,036 | $ | 52,981 | |||||
CLASS F |
||||||||
Subscriptions |
14,068,012 | $ | 354,817 | |||||
Share transfers between classes |
(579,532 | ) | (14,609 | ) | ||||
Distributions reinvested |
2,409,745 | 60,774 | ||||||
Share repurchases |
(3,249,115 | ) | (82,105 | ) | ||||
Early repurchase deduction |
— | 17 | ||||||
Net increase (decrease) |
12,649,110 | $ | 318,894 | |||||
CLASS S |
||||||||
Subscriptions |
5,417,493 | $ | 136,639 | |||||
Share transfers between classes |
120,554 | 3,038 | ||||||
Distributions reinvested |
260,155 | 6,561 | ||||||
Share repurchases |
(277,905 | ) | (7,023 | ) | ||||
Early repurchase deduction |
— | 2 | ||||||
Net increase (decrease) |
5,520,297 | $ | 139,217 | |||||
Total net increase (decrease) |
40,072,211 | $ | 1,010,418 | |||||
105
The following table summarizes transactions in common shares of beneficial interest during the nine months ended September 30, 2025:
Shares |
Amount |
|||||||
CLASS I |
||||||||
Subscriptions |
68,786,183 | $ | 1,746,721 | |||||
Share transfers between classes |
3,269,342 | 83,176 | ||||||
Distributions reinvested |
3,180,411 | 80,688 | ||||||
Share repurchases |
(12,113,319 | ) | (307,091 | ) | ||||
Early repurchase deduction |
— | 60 | ||||||
Net increase (decrease) |
63,122,617 | $ | 1,603,554 | |||||
CLASS D |
||||||||
Subscriptions |
7,974,481 | $ | 202,182 | |||||
Share transfers between classes |
(2,547,455 | ) | (64,899 | ) | ||||
Distributions reinvested |
1,553,535 | 39,423 | ||||||
Share repurchases |
(3,645,010 | ) | (92,332 | ) | ||||
Early repurchase deduction |
— | 19 | ||||||
Net increase (decrease) |
3,335,551 | $ | 84,393 | |||||
CLASS F |
||||||||
Subscriptions |
41,993,991 | $ | 1,064,623 | |||||
Share transfers between classes |
(739,533 | ) | (18,684 | ) | ||||
Distributions reinvested |
6,581,420 | 166,942 | ||||||
Share repurchases |
(6,385,207 | ) | (161,427 | ) | ||||
Early repurchase deduction |
— | 83 | ||||||
Net increase (decrease) |
41,450,671 | $ | 1,051,537 | |||||
CLASS S |
||||||||
Subscriptions |
14,235,984 | $ | 361,123 | |||||
Share transfers between classes |
17,646 | 407 | ||||||
Distributions reinvested |
664,733 | 16,854 | ||||||
Share repurchases |
(503,723 | ) | (12,729 | ) | ||||
Early repurchase deduction |
— | 10 | ||||||
Net increase (decrease) |
14,414,640 | $ | 365,665 | |||||
Total net increase (decrease) |
122,323,479 | $ | 3,105,149 | |||||
The following table summarizes transactions in common shares of beneficial interest during the three months ended September 30, 2024:
Shares |
Amount |
|||||||
CLASS I |
||||||||
Subscriptions |
9,657,377 | $ | 246,413 | |||||
Share transfers between classes |
98,267 | 2,513 | ||||||
Distributions reinvested |
619,207 | 15,805 | ||||||
Share repurchases |
(605,984 | ) | (15,489 | ) | ||||
Early repurchase deduction |
— | (44 | ) | |||||
Net increase (decrease) |
9,768,867 | $ | 249,198 | |||||
106
Shares |
Amount |
|||||||
CLASS D |
||||||||
Subscriptions |
5,278,810 | $ | 134,820 | |||||
Share transfers between classes |
(72,175 | ) | (1,846 | ) | ||||
Distributions reinvested |
456,733 | 11,658 | ||||||
Share repurchases |
(117,463 | ) | (3,002 | ) | ||||
Early repurchase deduction |
— | (20 | ) | |||||
Net increase (decrease) |
5,545,905 | $ | 141,610 | |||||
CLASS F |
||||||||
Subscriptions |
11,307,936 | $ | 288,584 | |||||
Share transfers between classes |
(20,000 | ) | (512 | ) | ||||
Distributions reinvested |
1,673,756 | 42,721 | ||||||
Share repurchases |
(1,043,540 | ) | (26,673 | ) | ||||
Early repurchase deduction |
— | (83 | ) | |||||
Net increase (decrease) |
11,918,152 | $ | 304,037 | |||||
CLASS S |
||||||||
Subscriptions |
3,444,921 | $ | 87,965 | |||||
Share transfers between classes |
(6,092 | ) | (155 | ) | ||||
Distributions reinvested |
110,794 | 2,828 | ||||||
Share repurchases |
— | — | ||||||
Early repurchase deduction |
— | (5 | ) | |||||
Net increase (decrease) |
3,549,623 | $ | 90,633 | |||||
Total net increase (decrease) |
30,782,547 | $ | 785,478 | |||||
The following table summarizes transactions in common shares of beneficial interest during the nine months ended September 30, 2024:
Shares |
Amount |
|||||||
CLASS I |
||||||||
Subscriptions |
38,699,330 | $ | 981,460 | |||||
Share transfers between classes |
195,275 | 4,961 | ||||||
Distributions reinvested |
1,679,267 | 42,614 | ||||||
Share repurchases |
(2,809,501 | ) | (71,513 | ) | ||||
Early repurchase deduction |
— | 1 | ||||||
Net increase (decrease) |
37,764,371 | $ | 957,523 | |||||
CLASS D |
||||||||
Subscriptions |
12,341,218 | $ | 313,142 | |||||
Share transfers between classes |
578,230 | 14,630 | ||||||
Distributions reinvested |
1,297,734 | 32,923 | ||||||
Share repurchases |
(533,783 | ) | (13,561 | ) | ||||
Early repurchase deduction |
— | 1 | ||||||
Net increase (decrease) |
13,683,399 | $ | 347,135 | |||||
CLASS F |
||||||||
Subscriptions |
37,355,053 | $ | 946,493 | |||||
Share transfers between classes |
(824,344 | ) | (20,867 | ) | ||||
Distributions reinvested |
5,001,056 | 126,842 | ||||||
Share repurchases |
(2,975,480 | ) | (75,876 | ) | ||||
Early repurchase deduction |
— | 2 | ||||||
Net increase (decrease) |
38,556,285 | $ | 976,594 | |||||
107
Shares |
Amount |
|||||||
CLASS S |
||||||||
Subscriptions |
11,392,887 | $ | 289,012 | |||||
Share transfers between classes |
50,839 | 1,276 | ||||||
Distributions reinvested |
206,907 | 5,269 | ||||||
Share repurchases |
— | — | ||||||
Early repurchase deduction |
— | — | ||||||
Net increase (decrease) |
11,650,633 | $ | 295,557 | |||||
Total net increase (decrease) |
101,654,688 | $ | 2,576,809 | |||||
Distributions and Distribution Reinvestment
The following tables summarize our distributions declared and payable for the nine months ended September 30, 2025 (dollar amounts in thousands, except per share amounts), and the record date for each distribution was the last calendar date of the month in which such distribution was declared:
Class I |
||||||||||||||||||||||
Declaration Date |
Payment Date |
Base Distribution Per Share |
Variable Supplemental Distribution Per Share |
Special Distribution Per Share |
Total Distribution Per Share |
Distribution Amount |
||||||||||||||||
January 29, 2025 |
February 28, 2025 |
$ | 0.1600 | $ | 0.0550 | $ | — | $ | 0.2150 | $ | 24,733 | |||||||||||
February 26, 2025 |
March 31, 2025 |
0.1600 | 0.0550 | — | 0.2150 | 27,355 | ||||||||||||||||
March 27, 2025 |
April 30, 2025 |
0.1600 | 0.0550 | — | 0.2150 | 28,558 | ||||||||||||||||
April 25, 2025 |
May 30, 2025 |
0.1600 | 0.0550 | — | 0.2150 | 29,299 | ||||||||||||||||
May 27, 2025 |
June 30, 2025 |
0.1600 | 0.0550 | — | 0.2150 | 31,373 | ||||||||||||||||
June 24, 2025 |
July 31, 2025 |
0.1600 | 0.0550 | — | 0.2150 | 33,040 | ||||||||||||||||
July 23, 2025 |
August 29, 2025 |
0.1600 | 0.0550 | — | 0.2150 | 33,412 | ||||||||||||||||
August 26, 2025 |
September 30, 2025 |
0.1600 | 0.0550 | — | 0.2150 | 35,458 | ||||||||||||||||
September 24, 2025 |
October 31, 2025 |
0.1600 | 0.0550 | — | 0.2150 | 36,845 | ||||||||||||||||
Total |
$ | 1.4400 | $ | 0.4950 | $ | — | $ | 1.9350 | $ | 280,073 | ||||||||||||
Class D |
||||||||||||||||||||||
Declaration Date |
Payment Date |
Base Distribution Per Share (1) |
Variable Supplemental Distribution Per Share |
Special Distribution Per Share |
Total Distribution Per Share (1) |
Distribution Amount |
||||||||||||||||
January 29, 2025 |
February 28, 2025 |
$ | 0.1546 | $ | 0.0550 | $ | — | $ | 0.2096 | $ | 8,871 | |||||||||||
February 26, 2025 |
March 31, 2025 |
0.1551 | 0.0550 | — | 0.2101 | 9,116 | ||||||||||||||||
March 27, 2025 |
April 30, 2025 |
0.1546 | 0.0550 | — | 0.2096 | 9,339 | ||||||||||||||||
April 25, 2025 |
May 30, 2025 |
0.1548 | 0.0550 | — | 0.2098 | 9,178 | ||||||||||||||||
May 27, 2025 |
June 30, 2025 |
0.1546 | 0.0550 | — | 0.2096 | 9,198 | ||||||||||||||||
June 24, 2025 |
July 31, 2025 |
0.1548 | 0.0550 | — | 0.2098 | 9,489 | ||||||||||||||||
July 23, 2025 |
August 29, 2025 |
0.1546 | 0.0550 | — | 0.2096 | 9,703 | ||||||||||||||||
August 26, 2025 |
September 30, 2025 |
0.1546 | 0.0550 | — | 0.2096 | 9,950 | ||||||||||||||||
September 24, 2025 |
October 31, 2025 |
0.1548 | 0.0550 | — | 0.2098 | 10,049 | ||||||||||||||||
Total |
$ | 1.3925 | $ | 0.4950 | $ | — | $ | 1.8875 | $ | 84,893 | ||||||||||||
108
Class F |
||||||||||||||||||||||
Declaration Date |
Payment Date |
Base Distribution Per Share (1) |
Variable Supplemental Distribution Per Share |
Special Distribution Per Share |
Total Distribution Per Share (1) |
Distribution Amount |
||||||||||||||||
January 29, 2025 |
February 28, 2025 |
$ | 0.1491 | $ | 0.0550 | $ | — | $ | 0.2041 | $ | 36,177 | |||||||||||
February 26, 2025 |
March 31, 2025 |
0.1502 | 0.0550 | — | 0.2052 | 37,444 | ||||||||||||||||
March 27, 2025 |
April 30, 2025 |
0.1492 | 0.0550 | — | 0.2042 | 38,611 | ||||||||||||||||
April 25, 2025 |
May 30, 2025 |
0.1495 | 0.0550 | — | 0.2045 | 39,480 | ||||||||||||||||
May 27, 2025 |
June 30, 2025 |
0.1493 | 0.0550 | — | 0.2043 | 40,814 | ||||||||||||||||
June 24, 2025 |
July 31, 2025 |
0.1496 | 0.0550 | — | 0.2046 | 42,387 | ||||||||||||||||
July 23, 2025 |
August 29, 2025 |
0.1493 | 0.0550 | — | 0.2043 | 43,253 | ||||||||||||||||
August 26, 2025 |
September 30, 2025 |
0.1493 | 0.0550 | — | 0.2043 | 44,310 | ||||||||||||||||
September 24, 2025 |
October 31, 2025 |
0.1496 | 0.0550 | — | 0.2046 | 45,185 | ||||||||||||||||
Total |
$ | 1.3451 | $ | 0.4950 | $ | — | $ | 1.8401 | $ | 367,661 | ||||||||||||
Class S |
||||||||||||||||||||||
Declaration Date |
Payment Date |
Base Distribution Per Share (1) |
Variable Supplemental Distribution Per Share |
Special Distribution Per Share |
Total Distribution Per Share (1) |
Distribution Amount |
||||||||||||||||
January 29, 2025 |
February 28, 2025 |
$ | 0.1415 | $ | 0.0550 | $ | — | $ | 0.1965 | $ | 3,363 | |||||||||||
February 26, 2025 |
March 31, 2025 |
0.1433 | 0.0550 | — | 0.1983 | 3,627 | ||||||||||||||||
March 27, 2025 |
April 30, 2025 |
0.1416 | 0.0550 | — | 0.1966 | 3,978 | ||||||||||||||||
April 25, 2025 |
May 30, 2025 |
0.1422 | 0.0550 | — | 0.1972 | 4,374 | ||||||||||||||||
May 27, 2025 |
June 30, 2025 |
0.1417 | 0.0550 | — | 0.1967 | 4,585 | ||||||||||||||||
June 24, 2025 |
July 31, 2025 |
0.1424 | 0.0550 | — | 0.1974 | 4,924 | ||||||||||||||||
July 23, 2025 |
August 29, 2025 |
0.1418 | 0.0550 | — | 0.1968 | 5,157 | ||||||||||||||||
August 26, 2025 |
September 30, 2025 |
0.1418 | 0.0550 | — | 0.1968 | 5,619 | ||||||||||||||||
September 24, 2025 |
October 31, 2025 |
0.1424 | 0.0550 | — | 0.1974 | 6,033 | ||||||||||||||||
Total |
$ | 1.2787 | $ | 0.4950 | $ | — | $ | 1.7737 | $ | 41,660 | ||||||||||||
| (1) | Distributions per share are net of shareholder servicing and/or distribution fees. |
The following tables summarize our distributions declared and payable for the nine months ended September 30, 2024 (dollar amounts in thousands, except per share amounts), and the record date for each distribution was the last calendar date of the month in which such distribution was declared:
Class I |
||||||||||||||||||||||
Declaration Date |
Payment Date |
Base Distribution Per Share |
Variable Supplemental Distribution Per Share |
Special Distribution Per Share |
Total Distribution Per Share |
Distribution Amount |
||||||||||||||||
January 30, 2024 |
February 29, 2024 |
$ | 0.1600 | $ | 0.0550 | $ | — | $ | 0.2150 | $ | 11,811 | |||||||||||
February 29, 2024 |
March 29, 2024 |
0.1600 | 0.0550 | — | 0.2150 | 13,391 | ||||||||||||||||
March 26, 2024 |
April 30, 2024 |
0.1600 | 0.0550 | — | 0.2150 | 14,482 | ||||||||||||||||
April 25, 2024 |
May 31, 2024 |
0.1600 | 0.0550 | — | 0.2150 | 15,054 | ||||||||||||||||
May 31, 2024 |
June 28, 2024 |
0.1600 | 0.0550 | — | 0.2150 | 16,339 | ||||||||||||||||
June 26, 2024 |
July 31, 2024 |
0.1600 | 0.0550 | — | 0.2150 | 17,490 | ||||||||||||||||
July 26, 2024 |
August 30, 2024 |
0.1600 | 0.0550 | — | 0.2150 | 18,130 | ||||||||||||||||
August 27, 2024 |
September 30, 2024 |
0.1600 | 0.0550 | — | 0.2150 | 18,993 | ||||||||||||||||
September 26, 2024 |
October 31, 2024 |
0.1600 | 0.0550 | — | 0.2150 | 19,529 | ||||||||||||||||
Total |
$ | 1.4400 | $ | 0.4950 | $ | — | $ | 1.9350 | $ | 145,219 | ||||||||||||
109
Class D |
||||||||||||||||||||||
Declaration Date |
Payment Date |
Base Distribution Per Share (1) |
Variable Supplemental Distribution Per Share |
Special Distribution Per Share |
Total Distribution Per Share (1) |
Distribution Amount |
||||||||||||||||
January 30, 2024 |
February 29, 2024 |
$ | 0.1547 | $ | 0.0550 | $ | — | $ | 0.2097 | $ | 6,514 | |||||||||||
February 29, 2024 |
March 29, 2024 |
0.1550 | 0.0550 | — | 0.2100 | 6,670 | ||||||||||||||||
March 26, 2024 |
April 30, 2024 |
0.1547 | 0.0550 | — | 0.2097 | 6,834 | ||||||||||||||||
April 25, 2024 |
May 31, 2024 |
0.1548 | 0.0550 | — | 0.2098 | 7,225 | ||||||||||||||||
May 31, 2024 |
June 28, 2024 |
0.1546 | 0.0550 | — | 0.2096 | 7,404 | ||||||||||||||||
June 26, 2024 |
July 31, 2024 |
0.1548 | 0.0550 | — | 0.2098 | 7,622 | ||||||||||||||||
July 26, 2024 |
August 30, 2024 |
0.1546 | 0.0550 | — | 0.2096 | 8,144 | ||||||||||||||||
August 27, 2024 |
September 30, 2024 |
0.1546 | 0.0550 | — | 0.2096 | 8,270 | ||||||||||||||||
September 26, 2024 |
October 31, 2024 |
0.1548 | 0.0550 | — | 0.2098 | 8,810 | ||||||||||||||||
Total |
$ | 1.3926 | $ | 0.4950 | $ | — | $ | 1.8876 | $ | 67,493 | ||||||||||||
Class F |
||||||||||||||||||||||
Declaration Date |
Payment Date |
Base Distribution Per Share (1) |
Variable Supplemental Distribution Per Share |
Special Distribution Per Share |
Total Distribution Per Share (1) |
Distribution Amount |
||||||||||||||||
January 30, 2024 |
February 29, 2024 |
$ | 0.1494 | $ | 0.0550 | $ | — | $ | 0.2044 | $ | 26,889 | |||||||||||
February 29, 2024 |
March 29, 2024 |
0.1500 | 0.0550 | — | 0.2050 | 28,278 | ||||||||||||||||
March 26, 2024 |
April 30, 2024 |
0.1493 | 0.0550 | — | 0.2043 | 29,404 | ||||||||||||||||
April 25, 2024 |
May 31, 2024 |
0.1496 | 0.0550 | — | 0.2046 | 29,919 | ||||||||||||||||
May 31, 2024 |
June 28, 2024 |
0.1492 | 0.0550 | — | 0.2042 | 30,325 | ||||||||||||||||
June 26, 2024 |
July 31, 2024 |
0.1495 | 0.0550 | — | 0.2045 | 31,356 | ||||||||||||||||
July 26, 2024 |
August 30, 2024 |
0.1492 | 0.0550 | — | 0.2042 | 31,763 | ||||||||||||||||
August 27, 2024 |
September 30, 2024 |
0.1492 | 0.0550 | — | 0.2042 | 32,810 | ||||||||||||||||
September 26, 2024 |
October 31, 2024 |
0.1495 | 0.0550 | — | 0.2045 | 33,739 | ||||||||||||||||
Total |
$ | 1.3449 | $ | 0.4950 | $ | — | $ | 1.8399 | $ | 274,483 | ||||||||||||
Class S |
||||||||||||||||||||||
Declaration Date |
Payment Date |
Base Distribution Per Share (1) |
Variable Supplemental Distribution Per Share |
Special Distribution Per Share |
Total Distribution Per Share (1) |
Distribution Amount |
||||||||||||||||
January 30, 2024 |
February 29, 2024 |
$ | 0.1420 | $ | 0.0550 | $ | — | $ | 0.1970 | $ | 357 | |||||||||||
February 29, 2024 |
March 29, 2024 |
0.1431 | 0.0550 | — | 0.1981 | 743 | ||||||||||||||||
March 26, 2024 |
April 30, 2024 |
0.1418 | 0.0550 | — | 0.1968 | 954 | ||||||||||||||||
April 25, 2024 |
May 31, 2024 |
0.1423 | 0.0550 | — | 0.1973 | 1,204 | ||||||||||||||||
May 31, 2024 |
June 28, 2024 |
0.1417 | 0.0550 | — | 0.1967 | 1,550 | ||||||||||||||||
June 26, 2024 |
July 31, 2024 |
0.1422 | 0.0550 | — | 0.1972 | 1,767 | ||||||||||||||||
July 26, 2024 |
August 30, 2024 |
0.1416 | 0.0550 | — | 0.1966 | 1,954 | ||||||||||||||||
August 27, 2024 |
September 30, 2024 |
0.1417 | 0.0550 | — | 0.1967 | 2,126 | ||||||||||||||||
September 26, 2024 |
October 31, 2024 |
0.1422 | 0.0550 | — | 0.1972 | 2,467 | ||||||||||||||||
Total |
$ | 1.2786 | $ | 0.4950 | $ | — | $ | 1.7736 | $ | 13,122 | ||||||||||||
| (1) | Distributions per share are net of shareholder servicing and/or distribution fees |
With respect to distributions, we have adopted an “opt out” distribution reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder, other than a
110
shareholder that has “opted out” of the distribution reinvestment plan or who is located in a state that does not permit automatic enrollment in the distribution reinvestment plan, will have their 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 table reflects the sources of cash distributions on a U.S. GAAP basis that we declared on our Common Shares during the nine months ended September 30, 2025:
Class I |
Class D |
Class F |
Class S |
|||||||||||||||||||||||||||||
Source of Distribution |
Per Share |
Amount |
Per Share |
Amount |
Per Share |
Amount |
Per Share |
Amount |
||||||||||||||||||||||||
Net investment income |
$ | 1.9350 | $ | 280,073 | $ | 1.8875 | $ | 84,893 | $ | 1.8401 | $ | 367,661 | $ | 1.7737 | $ | 41,660 | ||||||||||||||||
Net realized gains |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total |
$ | 1.9350 | $ | 280,073 | $ | 1.8875 | $ | 84,893 | $ | 1.8401 | $ | 367,661 | $ | 1.7737 | $ | 41,660 | ||||||||||||||||
The following table reflects the sources of cash distributions on a U.S. GAAP basis that we declared on our Common Shares during the nine months ended September 30, 2024:
Class I |
Class D |
Class F |
Class S |
|||||||||||||||||||||||||||||
Source of Distribution |
Per Share |
Amount |
Per Share |
Amount |
Per Share |
Amount |
Per Share |
Amount |
||||||||||||||||||||||||
Net investment income |
$ | 1.9350 | $ | 145,219 | $ | 1.8876 | $ | 67,493 | $ | 1.8399 | $ | 274,483 | $ | 1.7736 | $ | 13,122 | ||||||||||||||||
Net realized gains |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Total |
$ | 1.9350 | $ | 145,219 | $ | 1.8876 | $ | 67,493 | $ | 1.8399 | $ | 274,483 | $ | 1.7736 | $ | 13,122 | ||||||||||||||||
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 “Baseline Repurchase Amount”). The Board may amend or suspend 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 us 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 Exchange Act 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. In the event the Board determines, in any particular quarter, that the Fund shall offer to repurchase less than the Baseline Repurchase Amount, or to amend the share repurchase program such that the Fund will offer to repurchase less than the Baseline Repurchase Amount on a going forward basis, the Board will consider, on an at least quarterly basis, whether it is in the best interest of shareholders for the Fund to resume offering to repurchase at least the Baseline Repurchase Amount. Under the share repurchase program, 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, at our discretion, 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. 111
The following tables summarize the share repurchases completed during the nine months ended September 30, 2025 and 2024:
Repurchase Deadline Request |
Percentage of Outstanding Shares the Fund Offered to Repurchase (1) |
Repurchase Pricing Date |
Amount Repurchased (all classes) (2) |
Number of Shares Repurchased (all classes) |
Percentage of Outstanding Shares Repurchased (1) |
|||||||||||||
March 4, 2025 |
5.00 | % | March 31, 2025 | $ | 210,490 | 8,264,218 | 2.42 | % | ||||||||||
May 30, 2025 |
5.00 | % | June 30, 2025 | $ | 186,609 | 7,399,263 | 1.96 | % | ||||||||||
August 29, 2025 |
5.00 | % | September 30, 2025 | $ | 176,480 | 6,983,778 | 1.65 | % | ||||||||||
Repurchase Deadline Request |
Percentage of Outstanding Shares the Fund Offered to Repurchase (1) |
Repurchase Pricing Date |
Amount Repurchased (all classes) (2) |
Number of Shares Repurchased (all classes) |
Percentage of Outstanding Shares Repurchased (1) |
|||||||||||||
March 1, 2024 |
5.00 | % | March 31, 2024 | $ | 59,526 | 2,347,231 | 1.13 | % | ||||||||||
May 30, 2024 |
5.00 | % | June 30, 2024 | $ | 56,260 | 2,204,546 | 0.89 | % | ||||||||||
August 29, 2024 |
5.00 | % | September 30, 2024 | $ | 45,164 | 1,766,987 | 0.64 | % | ||||||||||
| (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:
September 30, 2025 |
||||||||||||||||||||
Aggregate Principal Committed |
Outstanding Principal |
Carrying Value |
Unused Portion (1) |
Amount Available (2) |
||||||||||||||||
HLEND A Funding Facility (3) |
$ | 1,250,000 | $ | 757,530 | $ | 757,530 | $ | 492,470 | $ | 249,169 | ||||||||||
HLEND B Funding Facility (3) |
1,500,000 | 833,659 | 833,659 | 666,341 | 380,983 | |||||||||||||||
HLEND C Funding Facility |
850,000 | 510,000 | 510,000 | 340,000 | 25,124 | |||||||||||||||
HLEND D Funding Facility (3) |
1,000,000 | 751,376 | 751,376 | 248,624 | 184,562 | |||||||||||||||
HLEND E Funding Facility (3) |
1,500,000 | 913,705 | 913,705 | 586,295 | 248,733 | |||||||||||||||
Revolving Credit Facility (3) |
2,125,000 | 969,772 | 969,772 | 1,155,228 | 1,155,228 | |||||||||||||||
November 2027 Notes (4) |
155,000 | 155,000 | 154,962 | — | — | |||||||||||||||
March 2026 Notes (4) |
276,000 | 276,000 | 276,284 | — | — | |||||||||||||||
March 2028 Notes (4) |
124,000 | 124,000 | 124,801 | — | — | |||||||||||||||
September 2027 Notes (4) |
75,000 | 75,000 | 75,817 | — | — | |||||||||||||||
September 2028 Notes (4) |
250,000 | 250,000 | 253,990 | — | — | |||||||||||||||
January 2029 Notes (4) |
550,000 | 550,000 | 548,525 | — | — | |||||||||||||||
September 2029 Notes (4) |
400,000 | 400,000 | 403,928 | — | — | |||||||||||||||
January 2028 Notes (4) |
750,000 | 750,000 | 752,408 | — | — | |||||||||||||||
April 2032 Notes (4) |
500,000 | 500,000 | 505,723 | — | — | |||||||||||||||
June 2027 Notes (4) |
400,000 | 400,000 | 397,265 | — | — | |||||||||||||||
June 2030 Notes (4) |
500,000 | 500,000 | 496,700 | — | — | |||||||||||||||
September 2028-1 Notes(4) |
600,000 | 600,000 | 590,895 | — | — | |||||||||||||||
November 2030 Notes (4) |
500,000 | 500,000 | 491,871 | — | — | |||||||||||||||
2023 CLO Secured Notes (4) |
323,000 | 323,000 | 321,816 | — | — | |||||||||||||||
2024 CLO Secured Notes (4) |
400,000 | 400,000 | 380,318 | — | — | |||||||||||||||
2025 CLO Secured Debt (4) |
850,000 | 850,000 | 845,516 | — | — | |||||||||||||||
2025-4 CLO Secured Notes(4) |
850,000 | 850,000 | 845,023 | — | — | |||||||||||||||
Total |
$ | 15,728,000 | $ | 12,239,042 | $ | 12,201,884 | $ | 3,488,958 | $ | 2,243,799 | ||||||||||
112
| (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) | We 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 September 30, 2025, we had outstanding borrowings denominated in the following non-USD currencies: |
Currency |
||||||||||||
Facility |
Australian Dollars (AUD) |
Euros (EUR) |
British Pound (GBP) |
|||||||||
HLEND A Funding Facility |
A$ | 94,413 | € | 45,500 | £ | — | ||||||
HLEND B Funding Facility |
25,519 | 105,352 | 90,346 | |||||||||
HLEND D Funding Facility |
— | 167,513 | — | |||||||||
HLEND E Funding Facility |
— | 67,836 | — | |||||||||
Revolving Credit Facility |
43,310 | 448,857 | 225,692 | |||||||||
| (4) | As of September 30, 2025, the carrying value of our Unsecured Notes, 2023 CLO Secured Notes, 2024 CLO Secured Notes, 2025 CLO Secured Debt, and 2025-4 CLO Secured Notes are presented net of unamortized debt issuance costs and original issue discount, as applicable, in the below table. Additionally, the carrying value of our Unsecured Notes includes the increase (decrease) in the notes carrying value as a result of the qualifying fair value hedge relationship as disclosed in the below table, and as further described above. |
Unamortized Debt Issuance Costs and Original Issue Discount |
Change in the Notes Carrying Value as a Result of the Qualifying Fair Value Hedge Relationship |
|||||||
November 2027 Notes |
$ | (749 | ) | $ | 711 | |||
March 2026 Notes |
(268 | ) | 552 | |||||
March 2028 Notes |
(555 | ) | 1,356 | |||||
September 2027 Notes |
(385 | ) | 1,202 | |||||
September 2028 Notes |
(1,554 | ) | 5,544 | |||||
January 2029 Notes |
(8,469 | ) | 6,994 | |||||
September 2029 Notes |
(7,348 | ) | 11,276 | |||||
January 2028 Notes |
(9,029 | ) | 11,437 | |||||
April 2032 Notes |
(12,515 | ) | 18,238 | |||||
June 2027 Notes |
(3,491 | ) | 756 | |||||
June 2030 Notes |
(7,337 | ) | 4,037 | |||||
September 2028-1 Notes |
(7,237 | ) | (1,868 | ) | ||||
November 2030 Notes |
(5,059 | ) | (3,070 | ) | ||||
2023 CLO Secured Notes |
(1,184 | ) | — | |||||
2024 CLO Secured Notes |
(19,682 | ) | — | |||||
2025 CLO Secured Debt |
(4,484 | ) | — | |||||
2025-4 CLO Secured Notes |
(4,977 | ) | — | |||||
Total |
$ | (94,323 | ) | $ | 57,165 | |||
December 31, 2024 |
||||||||||||||||||||
Aggregate Principal Committed |
Outstanding Principal |
Carrying Value |
Unused Portion (1) |
Amount Available (2) |
||||||||||||||||
HLEND A Funding Facility (3) |
$ | 800,000 | $ | 683,184 | $ | 683,184 | $ | 116,816 | $ | 94,431 | ||||||||||
HLEND B Funding Facility (3) |
1,250,000 | 955,572 | 955,572 | 294,428 | 148,973 | |||||||||||||||
HLEND C Funding Facility |
750,000 | 487,500 | 487,500 | 262,500 | 31,775 | |||||||||||||||
HLEND D Funding Facility (3) |
1,000,000 | 830,343 | 830,343 | 169,657 | 96,737 | |||||||||||||||
HLEND E Funding Facility |
1,000,000 | 642,800 | 642,800 | 357,200 | 81,202 | |||||||||||||||
Revolving Credit Facility (3) |
1,525,000 | 1,186,264 | 1,186,264 | 338,736 | 338,736 | |||||||||||||||
113
December 31, 2024 |
||||||||||||||||||||
Aggregate Principal Committed |
Outstanding Principal |
Carrying Value |
Unused Portion (1) |
Amount Available (2) |
||||||||||||||||
November 2025 Notes (4) |
170,000 | 170,000 | 169,403 | — | — | |||||||||||||||
November 2027 Notes (4) |
155,000 | 155,000 | 153,652 | — | — | |||||||||||||||
March 2026 Notes (4) |
276,000 | 276,000 | 274,866 | — | — | |||||||||||||||
March 2028 Notes (4) |
124,000 | 124,000 | 121,989 | — | — | |||||||||||||||
September 2027 Notes (4) |
75,000 | 75,000 | 74,649 | — | — | |||||||||||||||
September 2028 Notes (4) |
250,000 | 250,000 | 248,111 | — | — | |||||||||||||||
January 2029 Notes (4) |
550,000 | 550,000 | 530,894 | — | — | |||||||||||||||
September 2029 Notes (4) |
400,000 | 400,000 | 390,055 | — | — | |||||||||||||||
2023 CLO Secured Notes (4) |
323,000 | 323,000 | 320,018 | — | — | |||||||||||||||
2024 CLO Secured Notes (4) |
400,000 | 400,000 | 376,280 | — | — | |||||||||||||||
Total |
$ | 9,048,000 | $ | 7,508,663 | $ | 7,445,580 | $ | 1,539,337 | $ | 791,854 | ||||||||||
| (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) | We 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 December 31, 2024, we had outstanding borrowings denominated in the following non-USD currencies: |
Currency |
||||||||||||
Facility |
Australian Dollars (AUD) |
Euros (EUR) |
British Pound (GBP) |
|||||||||
HLEND A Funding Facility |
A | $34,413 | € | — | £ | 12,929 | ||||||
HLEND B Funding Facility |
25,519 | 3,352 | 90,347 | |||||||||
HLEND D Funding Facility |
— | 42,513 | — | |||||||||
Revolving Credit Facility |
62,500 | 457,831 | 212,692 | |||||||||
| (4) | As of December 31, 2024, the carrying value of our Unsecured Notes, 2023 CLO Secured Notes and 2024 CLO Secured Notes are presented net of unamortized debt issuance costs and original issue discount, as applicable, in the below table. Additionally, the carrying value of our Unsecured Notes includes the increase (decrease) in the notes carrying value as a result of the qualifying fair value hedge relationship as disclosed in the below table, and as further described above. |
Unamortized Debt Issuance Costs and Original Issue Discount |
Change in the Notes Carrying Value as a Result of the Qualifying Fair Value Hedge Relationship |
|||||||
November 2025 Notes |
$ | (562 | ) | $ | (36 | ) | ||
November 2027 Notes |
(1,013 | ) | (335 | ) | ||||
March 2026 Notes |
(1,007 | ) | (127 | ) | ||||
March 2028 Notes |
(723 | ) | (1,288 | ) | ||||
September 2027 Notes |
(533 | ) | 182 | |||||
September 2028 Notes |
(1,947 | ) | 58 | |||||
January 2029 Notes |
(10,367 | ) | (8,739 | ) | ||||
September 2029 Notes |
(8,721 | ) | (1,225 | ) | ||||
2023 CLO Secured Notes |
(2,982 | ) | — | |||||
2024 CLO Secured Notes |
(23,718 | ) | — | |||||
Total |
$ | (51,573 | ) | $ | (11,510 | ) | ||
114
A summary of our contractual payment obligations under our credit facilities, unsecured notes and debt securitization issuances as of September 30, 2025, is as follows:
September 30, 2025 |
||||||||||||||||||||
Total |
Less than 1 year |
1-3 years |
3-5 years |
After 5 years |
||||||||||||||||
HLEND A Funding Facility |
$ | 757,530 | $ | — | $ | — | $ | 757,530 | $ | — | ||||||||||
HLEND B Funding Facility |
833,659 | — | — | 833,659 | — | |||||||||||||||
HLEND C Funding Facility |
510,000 | — | — | — | 510,000 | |||||||||||||||
HLEND D Funding Facility |
751,376 | — | 751,376 | — | — | |||||||||||||||
HLEND E Funding Facility |
913,705 | — | — | 913,705 | — | |||||||||||||||
Revolving Credit Facility |
969,772 | — | — | 969,772 | — | |||||||||||||||
November 2027 Notes |
155,000 | — | 155,000 | — | — | |||||||||||||||
March 2026 Notes |
276,000 | 276,000 | — | — | — | |||||||||||||||
March 2028 Notes |
124,000 | — | 124,000 | — | — | |||||||||||||||
September 2027 Notes |
75,000 | — | 75,000 | — | — | |||||||||||||||
September 2028 Notes |
250,000 | — | 250,000 | — | — | |||||||||||||||
January 2029 Notes |
550,000 | — | — | 550,000 | — | |||||||||||||||
September 2029 Notes |
400,000 | — | — | 400,000 | — | |||||||||||||||
January 2028 Notes |
750,000 | — | 750,000 | — | — | |||||||||||||||
April 2032 Notes |
500,000 | — | — | — | 500,000 | |||||||||||||||
June 2027 Notes |
400,000 | — | 400,000 | — | — | |||||||||||||||
June 2030 Notes |
500,000 | — | — | 500,000 | — | |||||||||||||||
September 2028-1 Notes |
600,000 | — | 600,000 | — | — | |||||||||||||||
November 2030 Notes |
500,000 | — | — | — | 500,000 | |||||||||||||||
2023 CLO Secured Notes |
323,000 | — | — | — | 323,000 | |||||||||||||||
2024 CLO Secured Notes |
400,000 | — | — | — | 400,000 | |||||||||||||||
2025 CLO Secured Debt |
850,000 | — | — | — | 850,000 | |||||||||||||||
2025-4 CLO Secured Notes |
850,000 | — | — | — | 850,000 | |||||||||||||||
Total |
$ | 12,239,042 | $ | 276,000 | $ | 3,105,376 | $ | 4,924,666 | $ | 3,933,000 | ||||||||||
For additional information on our debt obligations see “” to the consolidated financial statements included elsewhere in this prospectus.
Note 7. Borrowings
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 September 30, 2025 and December 31, 2024, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $3,255.8 million and $2,128.7 million, respectively.
Other Commitments and Contingencies
As of September 30, 2025 and December 31, 2024, $225.1 million and $236.2 million, respectively, of capital committed remained uncalled from the Fund in relation to capital commitments to ULTRA III. Such amount is subject to the approval of each joint venture member.
From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2025, management is not aware of any material pending or threatened litigation.
115
Related-Party Transactions
We entered into a number of business relationships with affiliated or related parties, including the following:
| • | the Investment Advisory Agreement; |
| • | the Administration Agreement; |
| • | the Expense Support Agreement; and |
| • | the Managing Dealer Agreement. |
In addition to the aforementioned agreements, we, the Adviser and its affiliates have received an exemptive order from the SEC that permits us, among other things, to ” to the consolidated financial statements included elsewhere in this prospectus.
co-invest
with certain other persons, including certain affiliates of the Adviser and certain funds and accounts managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions and 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
Recent Developments
Commitment Increase Agreement
On December 23, 2025, the Fund entered into that certain Eighth Amendment to the SPV Financing Facility with Morgan Stanley Bank, N.A. (as amended, the “HLEND A Funding Facility”) in order to, among other things: (i) adjust the applicable margin to a blended rate based on the percentage of the outstanding balance that are liquid loans, subject to a floor of 1.75% (with the applicable margin increasing by an additional 0.10% per annum during the amortization period), (ii) increase the aggregate commitments under the HLEND A Funding Facility to $1,600 million, (iii) extend the stated maturity to December 23, 2030 and (iv) extend the commitment termination date to December 23, 2028.
Subscriptions
The Fund received $272.5 million of net proceeds relating to the issuance of Class I shares, Class D shares, Class F and Class S shares for subscriptions effective December 1, 2025.
Distributions Declarations
On November 26, 2025, the Fund 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 December 31, 2025 to shareholders of record as of November 30, 2025. Additionally, the Fund declared variable supplemental distributions of $0.0550 for all share classes outstanding, all of which are payable on or about December 31, 2025 to shareholders of record as of November 30, 2025.
On December 24, 2025, the Fund declared net distributions of $0.1600 per Class I share, $0.1546 per Class D share, $0.1493 per Class F share, and $0.1418 per Class S share, all of which are payable on or about January 30, 2026 to shareholders of record as of December 31, 2025. Additionally, the Fund declared variable supplemental distributions of $0.0550 for all share classes outstanding, all of which are payable on or about January 30, 2026 to shareholders of record as of December 31, 2025.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management 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 materially.
116
For a description of our critical accounting policies, see “in our consolidated financial statements included elsewhere in this prospectus. We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Distributions, and Income Taxes. We consider the most significant critical estimate to be the fair value measurement of investments. The critical accounting policies and estimates should be read in connection with our risk factors included elsewhere in this prospectus.
Note 2. Significant Accounting Policies”
Investments and Fair Value Measurements
Consistent with GAAP and the Investment Company Act, we conduct a valuation of our investments, pursuant to which our NAV is determined. Our investments are valued on a quarterly basis, or more frequently if required under the Investment Company Act. The determination of fair value involves subjective judgments and estimates. The majority of investments are not quoted or traded in an active market, and as such, their fair values are determined using valuation techniques, primarily discounted cash flows, and to a lesser extent, market multiples and recent comparable transactions. The most significant inputs in applying the discounted cash flow approach and the market multiples approach are the selected discount rates and multiples, respectively. The selection of these inputs is based on a combination of factors that are specific to the underlying portfolio companies such as financial performance and certain factors that are observable in the market, such as current interest rates and comparable public company trading multiples. Accordingly, the notes to our 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.
For further details of our investments and fair value measurement accounting policy, see “” to the consolidated financial statements included elsewhere in this prospectus.
Note 2. Significant Accounting Policies—Investments” and “Note 5. Fair Value Measurements
117
INVESTMENT OBJECTIVE AND STRATEGIES
We were formed on December 23, 2020, as a Delaware statutory trust. We seek to invest primarily in newly originated senior secured debt and other securities, including syndicated loans, of private U.S. companies within the upper middle market.
We have elected to be regulated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a BDC and a RIC, we will be required to comply with certain regulatory requirements.
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 secured term loans in high quality, established upper middle market companies, and in select situations, companies in special situations. The loans within the portfolio are typically floating rate instruments that often pay current income on a quarterly basis. We expect returns to be generated from ongoing interest income as well as from original issue discount, closing payments, commitment fees, prepayments and related fees. We use the term “upper middle market companies” generally to mean companies with EBITDA of $75 million to $1 billion annually or $250 million to $5 billion in revenue annually, at the time of investment. We have and may continue to invest in smaller or larger companies if an 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.” In addition to corporate level obligations, our investments in these companies may also opportunistically include private asset-based financings such as equipment financings, financings against mission-critical corporate assets and mortgage loans. We may also selectively make investments that represent equity in portfolios of loans, receivables or other debt instruments. We may also participate in programmatic investments in partnership with one or more unaffiliated banks or other financial institutions, where our partner assumes senior exposure to each investment, and we participate in the junior exposure.
Our investment strategy also includes a smaller allocation to more liquid credit investments such as
non-investment
grade broadly syndicated loans, leveraged loans, secured and unsecured corporate bonds, and securitized credit. Our liquid credit instruments have included and may continue to include senior secured loans, senior secured bonds, high yield bonds and structured credit instruments. We intend to use these investments to maintain liquidity for our share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. We 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.” We believe our investment strategy has the ability to benefit from strong downside protections. With our primary focus on senior secured loans, our investments are generally expected to display conservative ratios, benefit from a direct security interest in a borrower’s assets and require that borrowers provide financial maintenance covenants or other structural credit features tailored to mitigate identifiable credit risks.
loan-to-value
We will capitalize on HPS’s scale, differentiated breadth of deal origination sourcing, expertise in fundamental credit analysis and structuring, rigorous approach to investment selection and active portfolio monitoring to implement our investment strategy and seek to deliver attractive risk returns to our shareholders.
Under normal circumstances, we 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).
Our investments in newly originated secured debt have taken and may continue to take the form of first lien senior secured and unitranche loans, notes, bonds and other corporate debt securities, bridge loans, assignments, participations, total return swaps and other derivatives. We seek to invest primarily in first lien senior secured debt and unitranche loans but may also invest in second lien and subordinated debt. We invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. A portion of the Fund’s investments may also be composed of “covenant-lite loans,” although such loans are not expected to comprise a significant portion of the Fund’s portfolio. We also have the ability to acquire investments through secondary transactions, including through loan portfolios, receivables, contractual obligations to purchase subsequently originated loans and other debt instruments.
Although not expected to be a primary component of our investment strategy, we may also make certain Opportunistic Investments, in each case taking into account availability of leverage for such investments and our target risk/return profile. We may, to a limited extent, invest in junior debt (whether secured or unsecured), including mezzanine loans, as part of our investment strategy and upon approval of each such investment by our portfolio management team. We may also invest in preferred equity, or our debt investments may be accompanied by equity- related securities (such as options or warrants) and/or select common equity investments. While we expect our assets to be primarily directly originated, we may also invest in structured products or broadly syndicated transactions where HPS and/or its affiliates seek an anchor-like or otherwise influential role in certain traded instruments as part of our liquid portfolio.
The loans within the portfolio are typically floating rate instruments that often pay current income on a quarterly basis, and we look to generate return from a combination of ongoing interest income, original issue discount, closing payments, commitment fees, prepayments and related fees. Our investments generally have stated terms of three to seven years, and the expected average life of our investments is generally two to three years. However, there is no limit to the maturity or duration of any investment that we may hold in our portfolio. We expect most of our debt investments to be unrated. When rated by a nationally recognized statistical ratings organization, our investments would generally carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investor Service, Inc. or lower than
“BBB-”
by Standard & Poor’s Rating Services). Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. 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 funds and accounts sponsored or managed by the Adviser or HPS. We expect to invest in
co-investment
transactions with other funds and accounts sponsored or managed by the Adviser, HPS or certain of their affiliates. See “Regulation-Affiliated Transactions” and “Conflicts of Interest—Co-Investment
Relief.” We have, and may in the future, enter into interest rate, foreign exchange, and/or other derivative arrangements to hedge against interest rate, currency, and/or other credit related risks through the use of futures, swaps, options and forward contracts. These hedging activities are subject to the applicable legal and regulatory compliance requirements; however, there can be no assurance any hedging strategy employed will be successful. We have and may also seek to borrow capital in local currency as a means of hedging our
non-U.S.
dollar denominated investments. Our investments are subject to a number of risks. See “Investment Objective and Strategies” and “Risk Factors.”
The Adviser and the Administrator
The Fund’s investment activities are managed by the Adviser, an investment adviser registered with the SEC under the Advisers Act and a wholly-owned subsidiary of HPS that has access to the same resources and
investment personnel for the management of the Fund that HPS utilizes for the management of other funds and accounts. HPS is a part of BlackRock, one of the world’s leading providers of investment, advisory, and risk management solutions. Our Adviser 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.
The Administrator provides or oversees the performance of administrative and compliance services. We reimburse the Administrator for its costs, expenses and our allocable portion of compensation (including salaries, bonuses and benefits) of the Administrator’s personnel and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator.
HPS Investment Partners, a part of BlackRock, is a leading global, credit-focused alternative investment manager that seeks to provide creative capital solutions and generate attractive risk-adjusted returns for its clients. HPS manages various strategies across the capital structure, including privately negotiated senior debt; privately negotiated junior capital solutions in debt, preferred equity and common equity formats; liquid credit including syndicated leveraged loans, collateralized loan obligations and high yield bonds; asset-based finance and real estate. The scale and breadth of the HPS platform offers the flexibility to invest in companies large and small, through standard or customized solutions.
HPS was established in 2007 as a unit of Highbridge Capital Management, LLC (“HCM”), a subsidiary of JPMorgan Asset Management (“JPMAM”). On March 31, 2016, the senior executives of HPS acquired HPS and its subsidiaries from JPMAM and HCM (the “Transaction”
11
). Following the Transaction, JPMAM retained a passive minority investment in HPS, which was subsequently redeemed in April 2022. In June 2018, affiliates of Dyal Capital Partners made a passive minority investment in HPS. In February 2022, an affiliate of The Guardian Life Insurance Company of America made a passive minority investment in HPS, which was subsequently increased in August 2024. On July 1, 2025, BlackRock acquired the business and assets of HPS, with 100% of consideration paid in BlackRock equity (the “HPS/BlackRock Transaction”). 11 |
Prior to the Transaction, HPS was a subsidiary of HCM, which is a subsidiary of JPMAM, which in turn is a subsidiary of JPMorgan Chase & Co. (together with its affiliates, “JPM”). Immediately following the closing of the Transaction, the portfolio managers and other HPS employees responsible for the investment activities of HPS separated from JPM and continued to be employees of HPS. HPS is no longer deemed affiliated with JPM. |
The HPS/BlackRock Transaction brings together BlackRock’s corporate and asset owner relationships with HPS’s diversified origination and capital flexibility. BlackRock and HPS have formed a new private financing solutions business unit (“PFS”) led by Scott Kapnick, Scot French, and Michael Patterson, creating an integrated franchise with approximately $377 billion in client assets, including $251 billion of private credit assets.
12
This combined platform, which has more than 600 investment professionals and approximately 1,300 employees globally13
, offers broad capabilities across senior and junior credit solutions, asset-based finance, real estate, CLOs and GP-LP
solutions. As part of the HPS/BlackRock Transaction, Scott Kapnick, Scot French, and Michael Patterson have joined BlackRock’s Global Executive Committee, and Scott Kapnick has been appointed as an observer to the BlackRock Board. Market Opportunity
Private credit as an asset class has grown considerably since the global financial crisis of 2008, and it is estimated that the total market size of private credit has grown to reach $1.6 trillion as of December 31, 2024.
14
We expect this growth to continue and, along with the factors outlined below, to provide a robust backdrop to what HPS believes will be a significant number of attractive investment opportunities aligned to our investment strategy. | • | Senior Secured Loans Offer Attractive Investment Characteristics |
12 |
Represents the US Dollar equivalent combined AUM of HPS funds (including ElmTree funds) and BlackRock funds that form Private Financing Solutions (“PFS”) as of September 30, 2025. The AUM of heritage HPS funds is calculated as follows: (i) for private credit funds, related managed accounts and certain other closed-ended liquid credit funds: as capital commitments during such funds’ investment periods and, post such funds’ investment periods, as the cost of investment or latest available net asset value (including fund-level leverage but in all cases capped at capital commitments), (ii) for liquid credit open-ended funds and related managed accounts other than CLOs: as the latest available net asset value, (iii) for CLOs and warehouses: as the par value of collateral assets and cash in the portfolio and (iv) for business development companies: net asset value plus leverage (inclusive of drawn and undrawn amounts) as of the prior month-end. The AUM of ElmTree funds represents the gross asset value plus uncalled commitments over a fund’s life with the exception of the AUM of ElmTreeUnity Debt Fund, LP, which represents total commitments of the fund. The AUM of heritage BlackRock funds represents: (i) for evergreen funds, closed-ended commingled funds and mandates in their investment period: the sum of fee-earning and any non-fee-earning client commitments and co-investments, and the effective leverage for any levered credit vehicles; (ii) for closed-ended commingled funds and mandates in runoff: the aggregate of each fund’s fee-earning assets under management; (iii) for liquid and semi-liquid credit open-ended funds and related managed accounts other than CLOs: as the aggregate of each fund’s net asset value; and (iv) for CLOs and warehouses: the par value of collateral assets and cash in the portfolio. In all cases, AUM is inclusive of internal BlackRock allocations. |
13 |
Headcount as of date varies given recent closings of transactions. HPS Headcount data is as of June 30, 2025; BlackRock Headcount data as of June 29, 2025 (except for Leverage Finance team, which is as of September 16, 2025); and ElmTree Funds Headcount data is as of September 2, 2025. |
14 |
Source: Preqin, Preqin Special Report: The Future of Alternatives in 2029. Data as of December 31, 2024. |
seniority and security of senior secured loans, coupled with the privately negotiated nature of direct lending, help mitigate downside risk. |
| • | Regulatory Actions Continue to Drive Demand towards Private Financing. The direct lending market has seen notable growth and has become a viable alternative solution for middle to upper middle market borrowers seeking financing capital. Global regulatory actions that followed the 2008 financial crisis have significantly increased the cost of capital requirements for commercial banks, limiting the willingness of commercial banks to originate and retain illiquid, non-investment grade credit commitments on their balance sheets, particularly with respect to middle and upper middle market-sized issuers. Instead, many commercial banks have adopted an “underwrite-and-distribute” 15 Access to the syndicated leveraged loan market has also become challenging for both first time issuers and smaller scale issuers, who previously had access to the capital markets. Issuers of tranche sizes representing less than $500 million account for approximately 5% of the new issue market in 2024 as compared to over 49% in 2000.16 HPS believes that these regulatory actions have caused a shift in the role that commercial banks play in the direct lending market for middle to upper middle market borrowers, creating a void in the financing marketplace. This void has been filled by direct lending platforms which seek to provide borrowers an alternative “originate and retain” solution. In response, corporate borrower behavior has increasingly shifted to a more conscious assessment of the benefits that direct lending platforms of strategic financing partners can offer. |
| • | Volatility in Credit Markets has made Availability of Capital Less Predictable. HPS believes that the value of direct lending platforms for borrowers hinges on providing certainty of capital at a fair economic price. Volatility in the credit markets, coupled with changes to the regulatory framework over the past several years, has resulted in an imbalance between the availability of new loans to middle market borrowers and the demand from borrowers requiring capital for acquisitions, capital expenditures, recapitalizations, refinancings and restructurings. HPS believes that the scarcity of the supply of traditional loan capital relative to the demand has created an environment where direct lenders can often negotiate loans with attractive returns and creditor protections compared to public markets. |
| • | Increasingly Larger Borrowers Are Finding Value in Private Solutions . HPS believes the opportunity set has subtly shifted toward larger borrowers in recent times. The private credit focus on the middle market was traditionally driven by borrowers’ inefficient access to capital, and the fact that such borrowers were too small to have a syndicated loan or high yield bond. At the upper end of the middle market, companies have traditionally had the option to pursue a broadly syndicated loan, but volatility has increased the value they appear to be placing on the confidentiality, efficiency and execution certainty that is available in the private credit market. HPS believes that as borrowers and debt advisors become more aware of the depth in the private debt market that has been created by scaled providers, they will increasingly weigh this option for financing against public market alternatives for larger companies. HPS believes the benefits of this growing opportunity set at the upper end of the market will accrue to the largest direct lending players, like HPS, as scale is a prerequisite for providing certainty. |
Potential Competitive Strengths
HPS is a leading global, credit-focused alternative investment firm that seeks to provide creative capital solutions and generate attractive risk-adjusted returns for its clients. The scale and breadth of HPS’s platform
15 |
Source: S&P LCD Quarterly Leveraged Lending Review 4Q 2022, Primary Investor Market: Banks vs. Non-Bank. |
16 |
Source: S&P LCD Middle Market Deal Size Category Factsheet 4Q 2024. |
offers the flexibility to invest in companies large and small across the capital structure through both standard and highly customized structures. At its core, HPS shares a common thread of intellectual rigor and investment discipline that enables it to create value for its clients, who have entrusted HPS with approximately $171 billion as of September 30, 2025.
Since its inception in 2007, HPS has committed approximately $200 billion in privately originated transactions across more than 975 investments.
17
We benefit from the following key competitive strengths of HPS in pursuing our investment strategy: • |
Breadth of HPS’s Credit Investment Platform non-investment grade credit opportunities across the capital structure. As a multi-strategy credit platform, seeking opportunities across both private and liquid credit. HPS’s team of over 290 investment professionals managed approximately $171 billion as of September 30, 2025. HPS believes that its multi-strategy approach may provide a distinctive vantage point to evaluate relative value and better positions the firm to provide borrowers with a comprehensive and diverse set of potential financing solutions, which may enable the Fund to see more investment opportunities. In addition, HPS believes that its global footprint enables the Fund to view and potentially benefit from relative value opportunities across geographies. |
• |
Scaled Capital with an Ability to Speak for the Full Debt Quantum. |
17 |
As of September 30, 2025. Based on the total face value committed to private credit investments that are part of the Strategic Investment Partners strategy, Special Situations Opportunities strategy (private special situations investments), Specialty Direct Lending strategy, Core Senior Lending strategy, and any additional private credit investments made by one or more business development companies, private credit CLOs, separately managed funds or accounts, or private credit-focused joint ventures, excluding investments that are solely part of the High Grade Corporate-Focused, High Grade Asset-Based, Real Estate, Asset Value, or Sustainability & Energy Transition strategies. |
3
| • | Diversified Sourcing Network. 8 HPS believes that its ability to source from non-sponsor channels significantly reduces the level of competitive intensity and allows it to focus on structuring improved economics, stricter financial covenants and stronger loan documentation. In addition, the direct dialogue with management teams can result in a better understanding of the underlying borrowers and better positioning to actively manage investments throughout their life. HPS is also actively engaged with financial sponsors, and its exposure to sponsor transactions tends to increase in times of public market dislocation (when certainty of capital and speed of execution with a single counterparty is often sought after and highly valued). HPS believes that the ability to flex in and out of both sponsor and non-sponsor markets allows the Fund to remain nimble and optimize its opportunity set across different market dynamics. While HPS seeks to source investments from non-sponsor channels for the Fund, as of September 30, 2025, the Fund has sourced only a minority of its overall private credit investments from non-sponsor channels. The Fund may not, in the future, obtain its desired allocation to investments from the non-sponsor channel, which could adversely impact returns. |
| • | Willingness to Navigate Complexity to Evaluate a Mispriced Opportunity. |
| • | Focus on the Upper Middle Market. upper-end of the middle market. As HPS believes that the market is in its later stages of the existing credit cycle, HPS intends to position the portfolio by focusing on larger, more resilient companies that generally generate $75 million to $1 billion of EBITDA annually or $250 million to $5 billion in revenue annually. In comparison, the Pitchbook LCD definition of middle market is defined as companies with |
8 |
As of September 30, 2025. Based on the total face value committed to private credit investments that are part of the Specialty Direct Lending strategy, Core Senior Lending strategy, and any additional private credit investments made by one or more business development companies, private credit CLOs, separately managed funds or accounts, or private credit-focused joint ventures, excluding investments that are solely part of the Strategic Investment Partners, Special Situations Opportunities (private special situations investments), High Grade Corporate-Focused, High Grade Asset-Based, Real Estate, Asset Value, or Sustainability & Energy Transition strategies. The Fund had a lower percentage of private credit investments sourced from channels other than financial sponsors as of September 30, 2025. There is no guarantee that the Fund will be able to source a similar or higher percentage of private credit investments from channels other than financial sponsors. |
2
4
$50 million of EBITDA or less. HPS believes the upper end of the middle market has a favorable supply/demand dynamic relative to the lower end of the middle market, with substantial demand resulting from regulatory driven structural shifts in the financial landscape and limited supply as many other direct lending providers focus on small to middle market borrowers. HPS also believes that the upper middle market segment of the market can offer greater downside protection, as larger businesses typically possess the benefits of scale and a greater critical mass through diversification of customers and supplier base. As a result of these dynamics, HPS believes that it can generally negotiate commensurate or better terms with respect to borrowers in the upper middle market segment and that those borrowers can provide the Fund with increased downside protection, with the potential for attractive risk-adjusted returns compared to the smaller-end and core-middle market. |
| • | Emphasis on Capital Preservation. |
The Board
Overall responsibility for the Fund’s oversight rests with the Board. We have entered into the Investment Advisory Agreement with the Adviser, pursuant to which the Adviser manages the Fund on a basis. The Board is responsible for overseeing the Adviser and other service providers in our operations in accordance with the provisions of the 1940 Act, our Bylaws and applicable provisions of state and other laws. The Adviser will keep the Board well informed as to the Adviser’s activities on our behalf and our investment operations and provide the Board with additional information as the Board may, from time to time, request. The Board is currently composed of five members, four of whom are Trustees who are not “interested persons” of the Fund or the Adviser as defined in the 1940 Act.
day-to-day
Investment Selection and Process for Private Investment Portfolio
We believe that much of the value HPS creates for our private investment portfolio comes on the front end through the diversity of its sourcing capabilities. To source transactions, HPS leverages the breadth of its global credit platform and its shared knowledge and insights gleaned across both private and public credit to cast a wide net to drive transaction flow. HPS seeks to generate investment opportunities across its various sourcing channels, including financial intermediaries such as investment banks and debt advisory firms, direct relationships with companies and management teams, private equity sponsors and formal partnerships and strategic arrangements with select financial institutions. We believe that this multi-pronged approach to sourcing provides a significant pipeline of investment opportunities for us that could strengthen our portfolio with attractive investment economics and risk/reward profile.
The Adviser and HPS evaluate and manage directly originated investments by adhering to the core principles of rigorous fundamental analysis, thorough due diligence, active portfolio monitoring and risk management.
Rigorous Investment Screening and Selection Process
HPS expects us to benefit from its global sourcing platforms and seeks to build a strong pipeline of investment opportunities. From this pipeline, certain investments proceed to an initial screening discussion that
2
5
focuses on establishing the framework for the viability of the investment opportunity and the reasons to make the investment (e.g., leading market share, sustainable franchise and brand value, and
value-add
products or services). When evaluating a loan, the Investment Team expects to focus on a combination of business stability, asset values and contractual loan protections. We focus on lending to borrowers that the Investment Team believes demonstrate or are expected to develop attractive characteristics. These characteristics may include: (i) leading market share, (ii) sustainable competitive advantages and strong barriers to entry, (iii) substantial free cash flow conversion and EBITDA margins, (iv) liquidity to withstand market cycles, and/or (v) high-quality, proven management teams. When evaluating asset value, the Investment Team intends to focus on evaluating: (a) the liquidity and stability of the secondary market for the collateral, (b) the ability to effectively enforce security provisions and/or (c) the level of over-collateralization offered by the borrower’s underlying assets. This process seeks to prioritize the Investment Team’s time and resources by focusing on screening for opportunities where the borrower may place greater emphasis on certain non-economic
characteristics, such as certainty of scaled capital, creative financing solutions, an ability to understand complexity of capital structure or business risk and/or confidentiality of operating and financial performance. HPS believes that when facing these characteristics, we have a competitive edge over certain syndicated financing solutions or other competitive direct lending platforms (both of which typically have a lower cost of capital). This rigorous selection process helps the Investment Team focus on situations where the Adviser believes we have a competitive edge to capitalize on an investment opportunity. Fundamental Analysis, Due Diligence, and Capital Preservation
The Investment Team’s approach to investment selection is anchored around seeking to conduct rigorous upfront, “private equity-like” due diligence. The Investment Team’s due diligence and risk management processes seek to utilize and benefit from the substantial resources within HPS, as well as the Investment Team’s extensive relationships with management teams, industry experts, consultants, and outside advisors. The Fund may at times retain outside consultants, expert networks, research firms and accounting and audit services to help enhance due diligence in certain areas of focus. The Investment Team intends to work closely with involved counterparties, such as financial intermediaries, or directly with a borrower’s management team, which is expected to provide certain due diligence advantages by facilitating access to the information needed to complete each step of the Investment Team’s screening, due diligence and monitoring process. In addition, the Investment Team seeks to employ a comprehensive investment process, which may include
in-depth
due diligence and full credit analysis on transaction drivers, investment thesis, review of business, industry and borrower risks and mitigants, undertaking a competitive analysis, management calls/meetings, reviewing and performing financial analysis of historical results, preparing detailed models with financial forecasts, examining legal structure/terms/collateral, performing relative value analysis, employing external consultants and/or other considerations that the Investment Team deems appropriate. This investment process typically includes: | i. | Review of historical filings, financial information and other publicly-available information; |
| ii. | Assessment of monthly, quarterly and annual financial projections; |
| iii. | Business and industry diligence including meetings with senior management team, often in conjunction with retained third party experts; |
| iv. | Site/plant visits (where relevant), in certain cases in conjunction with retained industry-specific independent engineers; |
| v. | Accounting and quality of earnings review, often through retained external accountants; |
| vi. | “Channel checks” on the company, industry and management team, utilizing the Investment Team’s relationships as well as the institutional relationships of HPS; |
| vii. | Background checks on senior management and members of the board of directors using external providers; and/or |
| viii. | Detailed legal and structural analysis of the borrower and negotiation of the investment documentation. |
2
6
HPS generally seeks to employ a “cradle to grave” approach with respect to its investments such that the Investment Team is responsible for sourcing the investment, investment due diligence, and monitoring the investment until the investment is exited. HPS believes that this is a distinctive approach that can lead to (i) greater connectivity between HPS and a borrower’s management teams, (ii) enhanced access to the borrower details and (iii) increased accountability to help reduce the inherent risk of knowledge loss in circumstances where the sourcing, diligence and monitoring roles are fragmented.
Post-Closing – Active Monitoring and Value-Added Collaboration with Portfolio Companies
The Investment Team intends to monitor the activities and the financial condition of each portfolio company through active dialogue with members of the management team. Currently, portfolio holdings are reviewed on a monthly basis and, on a quarterly basis, the Investment Team holds
in-depth
portfolio review discussions led by the portfolio manager. Typically, during these discussions, each investment is assessed and ranked based on a risk scale that seeks to classify an investment by both operating and company/industry performance relative to its initial base-case plan. Based on these risk rankings, any investments that are undergoing strategic or financial challenges are typically reviewed and assessed on a weekly basis by the portfolio manager. The frequency of these discussions is intended to inform the Investment Team of any movement in the underlying operating and credit performance of the challenged investments on a nearly real-time basis. Furthermore, HPS believes that these challenged investments benefit from the dedicated focus by HPS’s Value Enhancement Team (“VET”). The VET’s goal is to enhance values in positions with a high degree of risk and/or sufficient control, particularly in investments that have received reorganized equity post-restructuring. The VET seeks to work closely with the investment’s deal team through any workout processes, with a focus on preserving principal and enhancing post-reorganization equity value. The VET seeks to achieve this through a variety of activities, which may include the selection of new management teams, board members, setting of management incentives, engaging industry consultants, and/or identifying and implementing the
go-forward
strategy of the borrower. Where needed, the VET expects to work fluidly with the investment’s deal team and/or restructuring team and expects to act as an additional resource on challenged investments. Overall, this hands-on
approach is designed to allow the Investment Team to proactively identify, address and mitigate downside risk to underperforming investments early in the life of the investment. Disciplined Approach
The Investment Team expects to combine a disciplined investment approach with a substantial platform for transaction sourcing. Through this platform, the Investment Team expects to identify and invest in a select number of attractive investment opportunities. By adhering to the platform’s core principles of rigorous fundamental analysis, significant due diligence and active risk management, the Investment Team seeks to build an investment portfolio of consisting primarily of senior secured loan investments that the Investment Team believes will generate an attractive risk-adjusted return profile.
Investment Committee
Our investment activities are under the direction of the Investment Committee and the Board. The Investment Committee is currently comprised of Michael Patterson, Scott Kapnick, Scot French, Purnima Puri, Faith Rosenfeld, Colbert Cannon, Michael Fenstermacher, Jeffrey Fitts, Vikas Keswani, and Grishma Parekh. Our activities are overseen by our Investment Team, each member of which is an officer or employee of HPS or its affiliate. The Investment Team includes individuals with substantial experience in both secured loan and public credit investing and risk management. HPS may change the composition of the Investment Committee and the Investment Team at any time, and HPS may add additional senior Investment Team members to the Investment Committee over time. The culmination of the private investment process is typically a comprehensive Investment Committee recommendation package that details the merits, risks and research conducted to reach the investment conclusion. This package is then presented, reviewed and deliberated by the
day-to-day
2
7
Investment Team and the Investment Committee members during the Investment Committee Meeting, subject to any information barriers. The Investment Committee Meeting is the forum in which Investment Committee members can raise key questions, counter opinions, and deliberate on the investment opportunity.
Allocation of Investment Opportunities
General
Our Adviser, HPS and/or certain of their affiliates provide investment management services to registered investment companies, investment funds, client accounts and proprietary accounts that the Adviser, HPS and/or such affiliates may establish.
The Adviser shares any investment and sale opportunities with its, HPS’s and such affiliates’ other clients and us in accordance with the Advisers Act and firm-wide allocation policies. Subject to the Advisers Act and as further set forth in this prospectus, certain other clients of the Adviser or certain clients of HPS and/or their affiliates may receive certain priority or other allocation rights with respect to certain investments, subject to various conditions set forth in such other clients’ respective governing agreements.
In addition, as a BDC regulated under the 1940 Act, we are subject to certain limitations relating to
co-investments
and joint transactions with affiliates, which, in certain circumstances, limit the Fund’s ability to make investments or enter into transactions alongside other clients. Co-Investment
Relief Affiliates of the Adviser and the Fund have received an exemptive order from the SEC that permits the Fund to
co-invest
with certain other persons, including, but not limited to, certain affiliates of the Adviser and certain funds and accounts managed and controlled by the Adviser or its affiliates. Subject to the 1940 Act and the conditions of any such co-investment
order issued by the SEC, the Fund may, under certain circumstances, co-invest
with certain affiliated accounts in investments that are suitable for the Fund and one or more of such affiliated accounts. Even though the Fund and any such affiliated account co-invest
in the same securities, any of these co-investment
opportunities may give rise to conflicts of interest or perceived conflicts of interest among the Fund and the other participating funds and/or accounts. To mitigate these conflicts, the Adviser and its affiliates managing other funds and accounts participating in transactions under the order will seek to allocate such transactions for all of the participating investment accounts, including the Fund, on a fair and equitable basis and in accordance with their respective allocation policies, and the other applicable conditions of the co-investment
exemptive relief. If the Adviser determines that an investment is not appropriate for us, the investment will not be allocated to us. On a quarterly basis, the Adviser will provide the Board with reports or other information requested by the Board related to the Fund’s participation in co-investment
transactions and a summary of related matters, if any, deemed significant that may have arisen during the relevant period. Competition
The business of investing in debt investments is highly competitive and involves a high degree of uncertainty. Market competition for investment opportunities includes traditional lending institutions, including commercial and investment banks, as well as a growing number of
non-traditional
participants, such as private credit funds, hedge funds, private equity funds, mezzanine funds, and other private investors, as well as BDCs, and debt-focused competitors, such as issuers of CLOs, and other structured loan funds. In addition, given our target investment size and investment type, the Adviser expects a large number of competitors for investment opportunities. Some of these competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than us, and thus these competitors may have advantages not shared by us. In addition, competitors may have incurred, or may in the future incur, leverage to finance their debt investments at levels or on terms more favorable than those available 28
to us. Furthermore, competitors may offer loan terms that are more favorable to borrowers, such as less onerous borrower financial and other covenants, borrower rights to cure defaults, and other terms more favorable to borrowers than current or historical norms. Strong competition for investments could result in fewer investment opportunities for us, as certain of these competitors have established or are establishing investment vehicles that target the same or similar investments that we intend to purchase.
Over the past several years, many investment funds have been formed with investment objectives similar to ours, and many such existing funds have grown in size and have added larger successor funds to their platform. These and other investors may make competing offers for investment opportunities identified by the Adviser which may affect our ability to participate in attractive investment opportunities and/or cause us to incur additional risks when competing for investment opportunities. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. The Adviser may identify an investment that presents an attractive investment opportunity but may not be able to complete such investment in a manner that meets our objectives. We may incur significant expenses in connection with the identification of investment opportunities and investigating other potential investments that are ultimately not consummated, including expenses related to due diligence, transportation and legal, accounting and other professional services as well as the fees of other third-party service providers.
Non-Exchange
Traded, Perpetual-Life BDC We are
non-exchange
traded, meaning our shares are not listed for trading on a stock exchange or other securities market, and a perpetual-life BDC, meaning we are an investment vehicle of indefinite duration, whose Common Shares are intended to be sold monthly on a continuous basis at a price generally equal to our monthly NAV per share. In our perpetual-life structure, we may, at our discretion, offer investors an opportunity to repurchase their shares on a quarterly basis, but we are not obligated to offer to repurchase any in any particular quarter. We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different market environments. This may reduce our risk of being a forced seller of assets in market downturns compared to non-perpetual
funds. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by the Declaration of Trust or otherwise to effect a liquidity event at any time. FINRA Rule 2310(b)(3)(D) requires that we disclose the liquidity of prior public programs sponsored by the Adviser, in which disclosed in the offering materials was a date or time period at which the program might be liquidated, and whether the prior program(s) in fact liquidated on or around that date or during the time period. As of the date of this prospectus, the Adviser has not sponsored any prior public programs responsive to FINRA Rule 2310(b)(3)(D).
Employees
We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the Adviser or its affiliates pursuant to the terms of the Investment Advisory Agreement and the Administrator or its affiliates pursuant to the Administration Agreement. Each of our executive officers described under “Management of the Fund” is employed by the Adviser or its affiliates. Our investment operations are managed by the Adviser. The services necessary for the sourcing and administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates. The Investment Team will focus on origination,
day-to-day
non-originated
investments and transaction development and the ongoing monitoring of our investments. In addition, we reimburse the Administrator for its costs, expenses and allocable portion of overhead, including compensation (including salaries, bonuses and benefits) paid by the Administrator (or its affiliates) to our chief compliance officer and chief financial officer and their respective staffs as well as other administrative personnel (based on the percentage of time such individuals devote, on an estimated basis, to our business and affairs); provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other 29
administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator.
Regulation as a BDC
The following discussion is a general summary of the material prohibitions and descriptions governing BDCs generally. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.
Qualifying Assets
(1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an Eligible Portfolio Company (as defined below), or from any person who is, or has been during the preceding 13 months, an affiliated person of an Eligible Portfolio Company, or from any other person, subject to such rules as may be prescribed by the SEC. An “Eligible Portfolio Company” is defined in the 1940 Act as any issuer which:
(a) is organized under the laws of, and has its principal place of business in, the United States;
(b) is not an investment company (other than a small business investment company wholly-owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
(c) satisfies any of the following:
(i) does not have any class of securities that is traded on a national securities exchange;
(ii) has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and
non-voting
common equity of less than $250 million; (iii) is controlled by a BDC or a group of companies, including a BDC and the BDC has an affiliated person who is a director of the Eligible Portfolio Company; or
(iv) is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.
(2) Securities of any Eligible Portfolio Company controlled by us.
(3) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
(4) Securities of an Eligible Portfolio Company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the Eligible Portfolio Company.
(5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.
(6) Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
0
In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.
Significant Managerial Assistance
Temporary Investments
Warrants
Leverage and Senior Securities; Coverage Ratio.
We have entered into credit facilities, unsecured notes, debt securitization issuances and other financing arrangements to facilitate our investment objectives. Such credit facilities typically bear interest at floating rates spreads over SOFR or other applicable reference rates. Shareholders will bear the costs associated with any borrowings under our financing arrangements. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations. In addition, from time to time, our losses on leveraged investments may result in the liquidation of other investments held by us and may result in additional drawdowns to repay such amounts.
We may enter into a TRS agreement. A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during a specified period, in return for periodic payments based on a fixed or variable interest rate. A TRS effectively adds leverage to a portfolio by providing investment exposure to a security or market without owning or taking physical custody of such
1
security or investing directly in such market. Because of the unique structure of a TRS, a TRS often offers lower financing costs than are offered through more traditional borrowing arrangements. We would typically have to post collateral to cover this potential obligation.
We have created, and may in the future also create, leverage by securitizing our assets (including in CLOs) and retaining the equity portion of, and/or the subordinated notes issued by, the securitized vehicle. See “Risk Factors—The Fund is Subject to Risks Associated with Forming CLOs.” We may also from time to time make secured loans of our marginable securities to brokers, dealers and other financial institutions.
Code of Ethics
17j-1
under the 1940 Act and Rule 204A-1
under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. You may read and copy this code of ethics at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090.
You may also obtain copies of the codes of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.Affiliated Transactions
co-invest
with certain other persons, including certain affiliates of the Adviser and certain funds and accounts managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions.Other
We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any Trustee or officer against any liability to our shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.
We are not permitted to change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy, or (ii) more than 50% of the outstanding shares of such company.
13
2
SENIOR SECURITIES
Total Amount Outstanding Exclusive of Treasury Securities (1) |
Asset Coverage per Unit (2) |
Involuntary Liquidating Preference per Unit (3) |
Average Market Value per Unit (4) |
|||||||||||||
HLEND A Funding Facility |
||||||||||||||||
September 30, 2025 |
$ | |
N/A | |||||||||||||
December 31, 2024 |
N/A | |||||||||||||||
December 31, 2023 |
N/A | |||||||||||||||
December 31, 2022 |
N/A | |||||||||||||||
HLEND B Funding Facility |
||||||||||||||||
September 30, 2025 |
N/A | |||||||||||||||
December 31, 2024 |
N/A | |||||||||||||||
December 31, 2023 |
N/A | |||||||||||||||
December 31, 2022 |
N/A | |||||||||||||||
HLEND C Funding Facility |
||||||||||||||||
September 30, 2025 |
N/A | |||||||||||||||
December 31, 2024 |
N/A | |||||||||||||||
December 31, 2023 |
N/A | |||||||||||||||
HLEND D Funding Facility |
||||||||||||||||
September 30, 2025 |
N/A | |||||||||||||||
December 31, 2024 |
N/A | |||||||||||||||
December 31, 2023 |
N/A | |||||||||||||||
HLEND E Funding Facility |
||||||||||||||||
September 30, 2025 |
N/A | |||||||||||||||
December 31, 2024 |
N/A | |||||||||||||||
Revolving Credit Facility |
||||||||||||||||
September 30, 2025 |
N/A | |||||||||||||||
December 31, 2024 |
N/A | |||||||||||||||
December 31, 2023 |
N/A | |||||||||||||||
December 31, 2022 |
N/A | |||||||||||||||
November 2025 Notes |
||||||||||||||||
September 30, 2025 |
N/A | |||||||||||||||
December 31, 2024 |
N/A | |||||||||||||||
December 31, 2023 |
N/A | |||||||||||||||
December 31, 2022 |
N/A | |||||||||||||||
November 2027 Notes |
||||||||||||||||
September 30, 2025 |
N/A | |||||||||||||||
December 31, 2024 |
N/A | |||||||||||||||
December 31, 2023 |
N/A | |||||||||||||||
December 31, 2022 |
N/A | |||||||||||||||
March 2026 Notes |
||||||||||||||||
September 30, 2025 |
N/A | |||||||||||||||
December 31, 2024 |
N/A | |||||||||||||||
December 31, 2023 |
N/A | |||||||||||||||
13
3
Total Amount Outstanding Exclusive of Treasury Securities (1) |
Asset Coverage per Unit (2) |
Involuntary Liquidating Preference per Unit (3) |
Average Market Value per Unit (4) |
|||||||||||||
| March 2028 Notes |
||||||||||||||||
| September 30, 2025 |
|
N/A | ||||||||||||||
| December 31, 2024 |
N/A | |||||||||||||||
| December 31, 2023 |
N/A | |||||||||||||||
| September 2027 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| December 31, 2024 |
N/A | |||||||||||||||
| December 31, 2023 |
N/A | |||||||||||||||
| September 2028 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| December 31, 2024 |
N/A | |||||||||||||||
| December 31, 2023 |
N/A | |||||||||||||||
| January 2029 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| December 31, 2024 |
N/A | |||||||||||||||
| September 2029 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| December 31, 2024 |
N/A | |||||||||||||||
| January 2028 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| April 2032 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| June 2027 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| June 2030 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| September 2028-1 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| November 2030 Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| 2023 CLO Secured Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| December 31, 2024 |
N/A | |||||||||||||||
| December 31, 2023 |
N/A | |||||||||||||||
| 2024 CLO Secured Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| December 31, 2024 |
N/A | |||||||||||||||
| 2025 CLO Secured Debt |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| 2025-4 CLO Secured Notes |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| Short-Term Borrowings |
||||||||||||||||
| September 30, 2025 |
N/A | |||||||||||||||
| December 31, 2024 |
N/A | |||||||||||||||
| December 31, 2023 |
N/A | |||||||||||||||
| December 31, 2022 |
N/A | |||||||||||||||
3
4
| (1) | Total amount of each class of senior securities outstanding at the end of the period presented. |
| (2) | Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis. |
| (3) | The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities. |
| (4) | Not applicable because the senior securities are not registered for public trading. |
As of September 30, 2025, the aggregate principal amount of indebtedness outstanding was $12,239.0 million. As of December 31, 2024, the aggregate principal amount of indebtedness outstanding was $7,508.7 million.
1
3
5
PORTFOLIO COMPANIES
The following table sets forth certain information as of September 30, 2025 for each portfolio company in which the Fund had an investment. Percentages shown for class of securities held by the Fund represent percentage of the class owned and do not necessarily represent voting ownership or economic ownership.
The Adviser, as the Fund’s valuation designee, approved the valuation of the Fund’s investment portfolio, as of September 30, 2025, at fair value as determined in good faith using a consistently applied valuation process in accordance with the Fund’s documented valuation policy that has been reviewed and approved by the Board. The Adviser also approved in good faith the valuation of such securities as of the end of each quarter. For more information relating to the Fund’s investments, see the Fund’s financial statements included elsewhere in this prospectus.
| Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
| Non-Controlled/ Non-Affiliated |
||||||||||||||||||||||||||||||||||
| First Lien Debt |
||||||||||||||||||||||||||||||||||
| Aerospace and Defense |
||||||||||||||||||||||||||||||||||
| Arcfield Acquisition Corp (4)(8) |
14295 Park Meadow Drive, Chantilly, VA 20151 |
SF + 5.00 |
% |
9.31 |
% |
10/28/2031 |
$ |
81,082 |
$ |
80,906 |
$ |
81,893 |
||||||||||||||||||||||
| Arcfield Acquisition Corp (4)(6)(8) |
14295 Park Meadow Drive, Chantilly, VA 20151 |
10/28/2031 |
11,100 |
(24 |
) |
— |
||||||||||||||||||||||||||||
| Asdam Operations Pty Ltd (4)(5)(8) |
153 Keys Rd, Moorabbin, Victoria 3189, Australia |
B + 5.25 |
% |
8.84 |
% |
8/22/2028 |
AUD |
41,558 |
28,139 |
27,482 |
||||||||||||||||||||||||
| Asdam Operations Pty Ltd (4)(5)(6)(8) |
153 Keys Rd, Moorabbin, Victoria 3189, Australia |
B + 5.25 |
% |
8.84 |
% |
8/22/2028 |
AUD |
5,421 |
2,252 |
2,390 |
||||||||||||||||||||||||
| Asdam Operations Pty Ltd (4)(5)(8) |
153 Keys Rd, Moorabbin, Victoria 3189, Australia |
B + 5.25 |
% |
8.84 |
% |
8/22/2028 |
AUD |
3,614 |
2,438 |
2,390 |
||||||||||||||||||||||||
| Cadence - Southwick, Inc. (4)(10) |
2655 Seely Avenue, San Jose, CA, 95134 |
SF + 5.25 |
% |
9.60 |
% |
5/3/2029 |
40,697 |
39,959 |
41,104 |
|||||||||||||||||||||||||
| Cadence - Southwick, Inc. (4)(10) |
2655 Seely Avenue, San Jose, CA, 95134 |
SF + 4.75 |
% |
9.18 |
% |
5/3/2029 |
3,057 |
3,017 |
3,088 |
|||||||||||||||||||||||||
| Cadence - Southwick, Inc. (4)(6)(10) |
2655 Seely Avenue, San Jose, CA, 95134 |
SF + 4.75 |
% |
9.03 |
% |
5/3/2028 |
17,561 |
9,149 |
9,366 |
|||||||||||||||||||||||||
| Carbon Topco, Inc. (4)(6)(9) |
Pilot Way Ansty Business Park, Coventry, CV7 9JU, UK |
5/1/2030 |
11,985 |
(200 |
) |
(120 |
) |
|||||||||||||||||||||||||||
| Carbon Topco, Inc. (4)(9) |
Pilot Way Ansty Business Park, Coventry, CV7 9JU, UK |
SF + 6.00 |
% |
10.30 |
% |
11/1/2030 |
71,750 |
70,534 |
70,936 |
|||||||||||||||||||||||||
| Fastener Distribution Holdings, LLC (4)(9) |
5200 Sheila Street, Commerce, CA 90040 |
SF + 4.75 |
% |
8.75 |
% |
11/4/2031 |
75,253 |
74,598 |
75,251 |
|||||||||||||||||||||||||
| Fastener Distribution Holdings, LLC (4)(6)(9) |
5200 Sheila Street, Commerce, CA 90040 |
SF + 4.75 |
% |
8.75 |
% |
11/4/2031 |
28,345 |
10,663 |
10,926 |
|||||||||||||||||||||||||
| Frontgrade Technologies Holdings Inc. (4)(9) |
4350 Centennial Blvd, Colorado Springs, CO, 80907 |
SF + 5.00 |
% |
9.19 |
% |
1/9/2030 |
36,769 |
36,087 |
36,766 |
|||||||||||||||||||||||||
| Frontgrade Technologies Holdings Inc. (4)(9) |
4350 Centennial Blvd, Colorado Springs, CO, 80907 |
SF + 5.00 |
% |
9.19 |
% |
1/9/2030 |
7,741 |
7,639 |
7,741 |
|||||||||||||||||||||||||
| Frontgrade Technologies Holdings Inc. (4)(6)(9) |
4350 Centennial Blvd, Colorado Springs, CO, 80907 |
1/10/2028 |
6,864 |
(86 |
) |
— |
||||||||||||||||||||||||||||
136
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Frontgrade Technologies Holdings Inc. (4)(9) |
4350 Centennial Blvd, Colorado Springs, CO, 80907 | SF + 5.00 | % | 9.19 | % | 1/9/2030 | 8,682 | 8,605 | 8,682 | |||||||||||||||||||||||||
Frontgrade Technologies Holdings Inc. (4)(9) |
4350 Centennial Blvd, Colorado Springs, CO, 80907 | SF + 5.00 | % | 9.29 | % | 1/9/2030 | 1,985 | 1,975 | 1,985 | |||||||||||||||||||||||||
Goat Holdco LLC (5)(7) |
123 Main St Bristol, CT, 06010 | SF + 2.75 | % | 6.91 | % | 1/27/2032 | 12,022 | 11,902 | 12,050 | |||||||||||||||||||||||||
RH Buyer Inc (4)(10) |
2901 Airport Dr, Torrance, California, 90505 | SF + 6.50% | 10.92 | % | 1/17/2031 | 117,918 | 115,834 | 114,553 | ||||||||||||||||||||||||||
RH Buyer Inc (4)(6)(10) |
2901 Airport Dr, Torrance, California, 90505 | SF + 6.50% | 10.80 | % | 1/17/2031 | 13,792 | 5,825 | 5,675 | ||||||||||||||||||||||||||
Tex-Tech Industries, Inc. (4)(9) |
1350 Bridgeport Drive, Suite 1, Kernersville, NC 27284 | SF + 5.00% | 9.14 | % | 1/13/2031 | 81,014 | 80,301 | 80,626 | ||||||||||||||||||||||||||
Tex-Tech Industries, Inc. (4)(6)(9) |
1350 Bridgeport Drive, Suite 1, Kernersville, NC 27284 | SF + 5.00% | 9.17 | % | 1/13/2031 | 18,094 | 5,258 | 5,342 | ||||||||||||||||||||||||||
Tex-Tech Industries, Inc. (4)(6)(9) |
1350 Bridgeport Drive, Suite 1, Kernersville, NC 27284 | SF + 5.00% | 9.14 | % | 1/13/2031 | 17,192 | 923 | 992 | ||||||||||||||||||||||||||
Titan BW Borrower L.P. (4)(8) |
555 E. Lancaster Avenue, Suite 400, Radnor, PA 19087 | |
SF + 5.25% (incl 2.88% PIK) |
|
9.45 | % | 7/24/2032 | 249,092 | 246,674 | 246,666 | ||||||||||||||||||||||||
Titan BW Borrower L.P. (4)(6)(8) |
555 E. Lancaster Avenue, Suite 400, Radnor, PA 19087 | 7/24/2032 | 21,056 | (208 | ) | (205 | ) | |||||||||||||||||||||||||||
Titan BW Borrower L.P. (4)(6)(8) |
555 E. Lancaster Avenue, Suite 400, Radnor, PA 19087 | 7/24/2032 | 48,935 | (476 | ) | (476 | ) | |||||||||||||||||||||||||||
Valence Surface Technologies LLC (4)(10) |
300 Continental Blvd. Suite 600, El Segundo, CA 90245 | |
SF + 8.25% (incl 6.50% PIK) |
|
12.40 | % | 6/13/2031 | 154,682 | 151,432 | 151,662 | ||||||||||||||||||||||||
Valence Surface Technologies LLC (4)(10) |
300 Continental Blvd. Suite 600, El Segundo, CA 90245 | SF + 7.00% | 11.13 | % | 6/13/2031 | 18,107 | 17,716 | 17,754 | ||||||||||||||||||||||||||
Valence Surface Technologies LLC (4)(6)(10) |
300 Continental Blvd. Suite 600, El Segundo, CA 90245 | 6/13/2031 | 27,161 | (596 | ) | (530 | ) | |||||||||||||||||||||||||||
Valence Surface Technologies LLC (4)(6)(10) |
300 Continental Blvd. Suite 600, El Segundo, CA 90245 | 6/13/2031 | 13,777 | (294 | ) | (269 | ) | |||||||||||||||||||||||||||
West Star Aviation Acquisition, LLC (4)(6)(9) |
2 Airline Court, East Alton, IL 62024 | SF + 4.50% | 8.66 | % | 5/20/2032 | 7,418 | 1,431 | 1,484 | ||||||||||||||||||||||||||
West Star Aviation Acquisition, LLC (4)(6)(9) |
2 Airline Court, East Alton, IL 62024 | 5/20/2032 | 11,127 | (81 | ) | 25 | ||||||||||||||||||||||||||||
West Star Aviation Acquisition, LLC (4)(9) |
2 Airline Court, East Alton, IL 62024 | SF + 4.50% | 8.66 | % | 5/20/2032 | 53,038 | 52,661 | 53,157 | ||||||||||||||||||||||||||
WP CPP Holdings, LLC (4)(10) |
1621 Euclid Avenue, Suite 1850 Cleveland, Ohio 44115 | |
SF + 7.00% (incl 3.88% PIK) |
|
11.17 | % | 11/30/2029 | 205,193 | 201,990 | 209,847 | ||||||||||||||||||||||||
WP CPP Holdings, LLC (4)(6)(10) |
1621 Euclid Avenue, Suite 1850 Cleveland, Ohio 44115 | 11/30/2029 | 26,285 | (456 | ) | — | ||||||||||||||||||||||||||||
| 1,265,487 | 1,278,233 | 10.91 | % | |||||||||||||||||||||||||||||||
Alternative Energy |
||||||||||||||||||||||||||||||||||
Braya Renewable Fuels (Newfoundland) LP (4)(5)(15) |
1 Refinery Rd, Box 40, Come By Chance, Newfoundland and Labrador A0B 1N0, Canada | SF + 10.00% | 14.10 | % | 11/9/2026 | 12,445 | 12,353 | 11,316 | ||||||||||||||||||||||||||
137
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Braya Renewable Fuels (Newfoundland) LP (4)(5)(15) |
1 Refinery Rd, Box 40, Come By Chance, Newfoundland and Labrador A0B 1N0, Canada | SF + 10.00% | 14.10 | % | 11/9/2026 | 950 | 943 | 864 | ||||||||||||||||||||||||||
Braya Renewable Fuels (Newfoundland) LP (4)(5)(15) |
1 Refinery Rd, Box 40, Come By Chance, Newfoundland and Labrador A0B 1N0, Canada | SF + 10.00% | 14.10 | % | 11/9/2026 | 957 | 949 | 870 | ||||||||||||||||||||||||||
Braya Renewable Fuels (Newfoundland) LP (4)(5)(15) |
1 Refinery Rd, Box 40, Come By Chance, Newfoundland and Labrador A0B 1N0, Canada | SF + 10.00% | 14.10 | % | 11/9/2026 | 10,458 | 10,367 | 9,509 | ||||||||||||||||||||||||||
| 24,612 | 22,559 | 0.19 | % | |||||||||||||||||||||||||||||||
Asset Based Lending and Fund Finance |
||||||||||||||||||||||||||||||||||
Montagu Lux Finco Sarl (4)(5)(6)(10) |
2 More London Pl, London SE1 2AP, United Kingdom | E + 5.50% | 7.53 | % | 2/13/2032 | EUR 65,158 | 33,359 | 37,256 | ||||||||||||||||||||||||||
| 33,359 | 37,256 | 0.32 | % | |||||||||||||||||||||||||||||||
Automobiles and Parts |
||||||||||||||||||||||||||||||||||
ABC Group Holdings Inc (4)(5)(9) |
2020 Taylor Road, Auburn Hills, MI 48326 | E + 5.88% | 7.81 | % | 8/22/2031 | EUR 93,391 | 105,444 | 105,558 | ||||||||||||||||||||||||||
ABC Technologies Inc (4)(5)(9) |
2020 Taylor Road, Auburn Hills, MI 48326 | SF + 5.75% | 9.89 | % | 8/22/2031 | 148,066 | 142,612 | 142,613 | ||||||||||||||||||||||||||
Clarios Global LP (7) |
Florist Tower, 5757 N. Green Bay Ave., Glendale, WI 53209 | SF + 2.50% | 6.66 | % | 5/6/2030 | 10,643 | 10,603 | 10,661 | ||||||||||||||||||||||||||
Clarios Global LP (7) |
Florist Tower, 5757 N. Green Bay Ave., Glendale, WI 53209 | SF + 2.75 | % | 6.91 | % | 1/28/2032 | 5,366 | 5,360 | 5,376 | |||||||||||||||||||||||||
Foundation Automotive Corp (4)(5)(10)(19) |
211 Highland Cross Drive, Ste 260, Houston, TX 77073 | |
SF + 7.75 PIK |
% |
12/24/2027 | 15,156 | 15,032 | 7,893 | ||||||||||||||||||||||||||
Foundation Automotive US Corp (4)(10)(19) |
211 Highland Cross Drive, Ste 260, Houston, TX 77073 | |
SF + 7.75 PIK |
% |
12/24/2027 | 16,105 | 15,897 | 8,389 | ||||||||||||||||||||||||||
Foundation Automotive US Corp (4)(10)(19) |
211 Highland Cross Drive, Ste 260, Houston, TX 77073 | |
SF + 7.75 PIK |
% |
12/24/2027 | 4,755 | 4,714 | 2,477 | ||||||||||||||||||||||||||
Foundation Automotive US Corp (4)(6)(14)(19) |
211 Highland Cross Drive, Ste 260, Houston, TX 77073 | SF + 7.75 | % | 12/24/2027 | 2,701 | 1,454 | 327 | |||||||||||||||||||||||||||
Oil Changer Holding Corporation (4)(10) |
4511 Willow Rd, Suite 1 Pleasanton, CA 94588 | SF + 6.75 | % | 11.07 | % | 2/8/2027 | 7,995 | 7,972 | 7,995 | |||||||||||||||||||||||||
Oil Changer Holding Corporation (4)(10) |
4511 Willow Rd, Suite 1 Pleasanton, CA 94588 | SF + 6.75 | % | 11.07 | % | 2/8/2027 | 38,083 | 37,972 | 38,083 | |||||||||||||||||||||||||
Tenneco Inc (8) |
15701 Technology Drive, Northville, MI 48168 | SF + 5.00 | % | 9.30 | % | 11/17/2028 | 8,000 | 7,874 | 7,853 | |||||||||||||||||||||||||
Tenneco Inc (8) |
15701 Technology Drive, Northville, MI 48168 | SF + 4.75 | % | 9.05 | % | 11/17/2028 | 3,872 | 3,817 | 3,795 | |||||||||||||||||||||||||
| 358,751 | 341,020 | 2.91 | % | |||||||||||||||||||||||||||||||
Chemicals |
||||||||||||||||||||||||||||||||||
Fortis 333 Inc (7) |
5 Beaconsfield Street, King’s Cross, N1C 4EW, London | SF + 3.50% | 7.50 | % | 3/27/2032 | 2,934 | 2,927 | 2,923 | ||||||||||||||||||||||||||
Lummus Technology Holdings V LLC (7) |
5825 N. Sam Houston Pkwy. W., #600, Houston, TX 77086 |
SF + 2.50% | 6.66 | % | 12/31/2029 | 24,915 | 24,725 | 25,001 | ||||||||||||||||||||||||||
| 27,652 | 27,924 | 0.24 | % | |||||||||||||||||||||||||||||||
138
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Construction and Materials |
||||||||||||||||||||||||||||||||||
Enstall Group B.V. (4)(5)(8)(19) |
Londenstraat 16, 7418EE Deventer, Netherlands | E + 6.50% | 8/30/2028 | EUR 66,462 | 70,994 | 47,603 | ||||||||||||||||||||||||||||
Fire Flow Intermediate Corporation (4)(9) |
2001 Spring Road, Suite 300, Oak Brook, IL 60523 | SF + 4.75% | 9.06 | % | 7/10/2031 | 123,061 | 122,034 | 124,292 | ||||||||||||||||||||||||||
Hobbs & Associates LLC (7) |
4850 Brookside Court #100, Norfolk, VA 23502 | SF + 2.75% | 6.91 | % | 7/23/2031 | 15,396 | 15,342 | 15,408 | ||||||||||||||||||||||||||
Nexus Intermediate III, LLC (4)(9) |
20 Odyssey, Irvine, CA 92618 | SF + 4.75% | 8.97 | % | 12/6/2027 | 1,044 | 1,053 | 1,044 | ||||||||||||||||||||||||||
NRO Holdings III Corp. (4)(6)(9) |
100 High Pt Pkwy, Suite 102, Braselton, GA 30517 |
SF + 5.25% | 9.40 | % | 7/15/2030 | 100 | 48 | 50 | ||||||||||||||||||||||||||
NRO Holdings III Corp. (4)(9) |
100 High Pt Pkwy, Suite 102, Braselton, GA 30517 |
SF + 5.25% | 9.57 | % | 7/15/2031 | 679 | 668 | 683 | ||||||||||||||||||||||||||
NRO Holdings III Corp. (4)(6)(9) |
100 High Pt Pkwy, Suite 102, Braselton, GA 30517 |
SF + 5.25% | 9.57 | % | 7/15/2031 | 214 | 15 | 21 | ||||||||||||||||||||||||||
| 210,154 | 189,101 | 1.61 | % | |||||||||||||||||||||||||||||||
Consumer Services |
||||||||||||||||||||||||||||||||||
Aesthetics Australia Group Pty Ltd (4)(5)(8) |
40 Miller Street, North Sydney , New South Wales 2060, Australia | |
B + 9.38% PIK |
|
13.61 | % | 3/21/2028 | AUD 57,807 | 36,914 | 31,161 | ||||||||||||||||||||||||
AI Learning (Singapore) PTE. LTD. (4)(5)(12) |
101 Thomson Road, Singapore, Singapore 307591 | |
SORA + 7.50% |
|
9.01 | % | 5/25/2027 | SGD 45,400 | 33,137 | 34,586 | ||||||||||||||||||||||||
American Academy Holdings, LLC (4)(17) |
2233 S Presidents Drive Suite F, Salt Lake City, UT 84120 | |
SF + 9.75% (incl 5.25% PIK) |
|
14.01 | % | 6/30/2027 | 58,278 | 58,278 | 57,656 | ||||||||||||||||||||||||
Auctane Inc (4)(9) |
4301 Bull Creek Rd Ste 300 Austin, TX 78731 | SF + 5.75% | 10.14 | % | 10/5/2028 | 24,250 | 24,250 | 22,880 | ||||||||||||||||||||||||||
Club Car Wash Operating, LLC (4)(10) |
1591 East Prathersville Road, Columbia, MO 65201 | SF + 5.50% | 9.65 | % | 6/16/2027 | 25,457 | 25,330 | 25,444 | ||||||||||||||||||||||||||
Club Car Wash Operating, LLC (4)(10) |
1591 East Prathersville Road, Columbia, MO 65201 | SF + 5.50% | 9.65 | % | 6/16/2027 | 12,441 | 12,347 | 12,434 | ||||||||||||||||||||||||||
Club Car Wash Operating, LLC (4)(10) |
1591 East Prathersville Road, Columbia, MO 65201 | SF + 5.50% | 9.65 | % | 6/16/2027 | 39,098 | 38,618 | 39,078 | ||||||||||||||||||||||||||
Club Car Wash Operating, LLC (4)(10) |
1591 East Prathersville Road, Columbia, MO 65201 | SF + 5.50% | 9.65 | % | 6/16/2027 | 76,746 | 76,289 | 76,707 | ||||||||||||||||||||||||||
Club Car Wash Operating, LLC (4)(6)(10) |
1591 East Prathersville Road, Columbia, MO 65201 | SF + 5.50% | 9.65 | % | 6/16/2027 | 39,466 | 12,013 | 12,383 | ||||||||||||||||||||||||||
Corporation Service Company (8) |
251 Little Falls Dr., Wilmington, DE 19808 | SF + 2.00 | % | 6.16 | % | 11/2/2029 | 1,578 | 1,550 | 1,565 | |||||||||||||||||||||||||
Ensemble RCM LLC (7) |
11511 Reed Hartman Hwy, Blue Ash, OH 45241 | SF + 3.00 | % | 7.31 | % | 8/1/2029 | 11,608 | 11,555 | 11,653 | |||||||||||||||||||||||||
Express Wash Concepts, LLC (4)(10) |
13375 National Rd Ste D, Etna, OH 43068 | SF + 5.00 | % | 9.26 | % | 4/30/2027 | 26,055 | 25,969 | 26,155 | |||||||||||||||||||||||||
Express Wash Concepts, LLC (4)(10) |
13375 National Rd Ste D, Etna, OH 43068 | SF + 5.00 | % | 9.26 | % | 4/30/2027 | 46,394 | 46,246 | 46,572 | |||||||||||||||||||||||||
Houghton Mifflin Harcourt Company (8) |
125 High St., Boston, MA 02110 | SF + 5.25 | % | 9.51 | % | 4/9/2029 | 24,803 | 24,409 | 22,290 | |||||||||||||||||||||||||
ImageFIRST Holdings, LLC (7) |
900 E. Eighth Ave, Suite 200, King of Prussia, PA 19406 | SF + 3.25 | % | 7.31 | % | 3/12/2032 | 4,655 | 4,644 | 4,672 | |||||||||||||||||||||||||
IXM Holdings, Inc. (4)(11) |
250 Ridge Rd, Dayton, NJ 08810 | SF + 6.25 | % | 10.54 | % | 12/14/2029 | 18,287 | 18,094 | 18,278 | |||||||||||||||||||||||||
IXM Holdings, Inc. (4)(11) |
250 Ridge Rd, Dayton, NJ 08810 | SF + 6.25 | % | 10.54 | % | 12/14/2029 | 1,630 | 1,611 | 1,629 | |||||||||||||||||||||||||
IXM Holdings, Inc. (4)(6)(11) |
250 Ridge Rd, Dayton, NJ 08810 | SF + 6.25 | % | 10.46 | % | 12/14/2029 | 4,013 | 1,788 | 1,833 | |||||||||||||||||||||||||
139
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
IXM Holdings, Inc. (4)(11) |
250 Ridge Rd, Dayton, NJ 08810 | SF + 6.25 | % | 10.42 | % | 12/14/2029 | 976 | 962 | 975 | |||||||||||||||||||||||||
KUEHG Corp. (5)(8) |
650 North East Holladay Street Portland, OR 97232 | SF + 2.75 | % | 6.75 | % | 6/12/2030 | 2,368 | 2,364 | 2,369 | |||||||||||||||||||||||||
Learning Care Group, Inc. (8) |
21333 Haggerty Rd., Suite 300 Novi, MI 48375 | SF + 4.00 | % | 8.31 | % | 8/11/2028 | 1,960 | 1,943 | 1,931 | |||||||||||||||||||||||||
Mckissock Investment Holdings LLC (9) |
399 S Spring Ave. 108, St Louis, Missouri 63110 | SF + 5.00 | % | 9.47 | % | 3/12/2029 | 12,294 | 12,231 | 12,241 | |||||||||||||||||||||||||
Mckissock Investment Holdings LLC (9) |
399 S Spring Ave. 108, St Louis, Missouri 63110 | SF + 5.00 | % | 9.33 | % | 3/12/2029 | 45,981 | 45,233 | 45,780 | |||||||||||||||||||||||||
Mckissock Investment Holdings LLC (9) |
399 S Spring Ave. 108, St Louis, Missouri 63110 | SF + 5.00 | % | 9.47 | % | 3/12/2029 | 31,244 | 31,106 | 31,107 | |||||||||||||||||||||||||
Polyconcept North America Holdings, Inc. (9) |
400 Hunt Valley Road New Kensington, PA 15068 | SF + 5.50 | % | 9.50 | % | 5/18/2029 | 4,627 | 4,577 | 4,200 | |||||||||||||||||||||||||
Spotless Brands, LLC (4)(10) |
2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181 | SF + 5.75 | % | 9.62 | % | 7/25/2028 | 103,461 | 102,458 | 103,494 | |||||||||||||||||||||||||
Spotless Brands, LLC (4)(6)(10) |
2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181 | SF + 5.75 | % | 9.75 | % | 7/25/2028 | 5,175 | 2,022 | 2,064 | |||||||||||||||||||||||||
Spotless Brands, LLC (4)(10) |
2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181 | SF + 5.75 | % | 9.62 | % | 7/25/2028 | 21,157 | 20,956 | 21,164 | |||||||||||||||||||||||||
Spotless Brands, LLC (4)(10) |
2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181 | SF + 5.75 | %9.62% | 7/25/2028 | 15,700 | 15,552 | 15,705 | |||||||||||||||||||||||||||
Spotless Brands, LLC (4)(6)(10) |
2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181 | SF + 5.50 | % | 9.83 | % | 7/25/2028 | 30,924 | 26,954 | 27,094 | |||||||||||||||||||||||||
Thrasio LLC (4)(10) |
85 West St, Suite 4, Walpole, MA 02081 | |
SF + 10.00 PIK |
% |
14.58 | % | 6/18/2029 | 405 | 403 | 405 | ||||||||||||||||||||||||
Thrasio LLC (4)(10)(19) |
85 West St, Suite 4, Walpole, MA 02081 | |
SF + 10.00 PIK |
% |
6/18/2029 | 1,055 | 1,029 | 794 | ||||||||||||||||||||||||||
TruGreen Limited Partnership (9) |
860 Ridge Lake Blvd, Memphis, TN 38120 | SF + 4.00 | % | 8.26 | % | 11/2/2027 | 8,420 | 8,374 | 8,283 | |||||||||||||||||||||||||
Wharf Street Ratings Acquisition LLC (4)(9) |
805 Third Avenue, 29th Floor, New York, NY10022 | SF + 4.75 | % | 8.91 | % | 9/16/2032 | 306,937 | 303,885 | 303,884 | |||||||||||||||||||||||||
Wharf Street Ratings Acquisition LLC (4)(6)(9) |
805 Third Avenue, 29th Floor, New York, NY10022 | 9/16/2032 | 34,104 | (340 | ) | (339 | ) | |||||||||||||||||||||||||||
Wharf Street Ratings Acquisition LLC (4)(6)(9) |
805 Third Avenue, 29th Floor, New York, NY10022 | 9/16/2032 | 36,506 | (363 | ) | (363 | ) | |||||||||||||||||||||||||||
| 1,032,388 | 1,027,764 | 8.77 | % | |||||||||||||||||||||||||||||||
Electricity |
||||||||||||||||||||||||||||||||||
Cricket Valley Energy Center LLC (4)(18) |
2241 Route 22, Dover Plains, NY 12522 | SF + 5.00 | % | 9.16 | % | 6/26/2030 | 78,903 | 77,035 | 77,513 | |||||||||||||||||||||||||
Hamilton Projects Acquiror LLC (7) |
13860 Ballantyne Corporate Place Suite 300, Charlotte NC 28273 | SF + 2.50 | % | 6.66 | % | 5/30/2031 | 19,855 | 19,806 | 19,942 | |||||||||||||||||||||||||
IP Operating Portfolio I, LLC (4)(7) |
548 Market St Ste 68743, San Francisco, CA 94104 | 7.88 | % | 7.88 | % | 12/31/2029 | 26,998 | 26,638 | 25,966 | |||||||||||||||||||||||||
IP Operations II Investco, LLC (4)(15) |
9450 SW Gemini Drive, PMB 68743, Beaverton, OR, 97008 | SF + 5.50 | % | 9.67 | % | 6/26/2029 | 25,810 | 25,425 | 25,844 | |||||||||||||||||||||||||
Lackawanna Energy Center LLC (7) |
1000 Sunnyside Rd, Jessup, PA 18434 | SF + 3.00 | % | 7.25 | % | 8/5/2032 | 8,511 | 8,490 | 8,594 | |||||||||||||||||||||||||
Sunzia UpperCo LLC (4)(16) |
1088 Sansome Street, San Francisco, CA 94111 | SF + 5.00 | % | 9.02 | % | 12/21/2025 | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||||
| 182,394 | 182,859 | 1.56 | % | |||||||||||||||||||||||||||||||
140
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||
Electronic and Electrical Equipment |
||||||||||||||||||||||||||||||||
Dwyer Instruments Inc (4)(9) |
102 Indiana Highway 212, PO Box 373, Michigan City, IN 46360 | SF + 4.75% | 8.75 | % | 7/20/2029 | 111,609 | 110,694 | 111,361 | ||||||||||||||||||||||||
Dwyer Instruments Inc (4)(6)(9) |
102 Indiana Highway 212, PO Box 373, Michigan City, IN 46360 | 7/20/2029 | 13,403 | (122 | ) | (30 | ) | |||||||||||||||||||||||||
Dwyer Instruments Inc (4)(6)(9) |
102 Indiana Highway 212, PO Box 373, Michigan City, IN 46360 | SF + 4.75% | 8.75 | % | 7/20/2029 | 19,177 | 1,390 | 1,504 | ||||||||||||||||||||||||
| 111,962 | 112,835 | 0.96 | % | |||||||||||||||||||||||||||||
Finance and Credit Services |
||||||||||||||||||||||||||||||||
PCP CW Aggregator Holdings II, L.P. (4)(5)(10) |
101 Crossways Park West, Woodbury, NY 11797 | SF + 7.75% PIK |
11.98 | % | 2/9/2028 | 24,828 | 24,727 | 24,923 | ||||||||||||||||||||||||
Yes Energy LLC (4)(10) |
1877 Broadway St. Suite 606, Boulder, CO 80302 | SF + 4.75% | 8.92 | % | 4/21/2028 | 39,715 | 39,397 | 39,715 | ||||||||||||||||||||||||
Yes Energy LLC (4)(10) |
1877 Broadway St. Suite 606, Boulder, CO 80302 | SF + 4.75% | 8.92 | % | 4/21/2028 | 14,259 | 14,163 | 14,259 | ||||||||||||||||||||||||
Yes Energy LLC (4)(10) |
1877 Broadway St. Suite 606, Boulder, CO 80302 | SF + 4.75% | 8.92 | % | 4/21/2028 | 9,662 | 9,573 | 9,662 | ||||||||||||||||||||||||
Yes Energy LLC (4)(6)(10) |
1877 Broadway St. Suite 606, Boulder, CO 80302 | 4/21/2028 | 3,417 | (72 | ) | — | ||||||||||||||||||||||||||
Yes Energy LLC (4)(6)(10) |
1877 Broadway St. Suite 606, Boulder, CO 80302 | 4/21/2028 | 2,443 | — | — | |||||||||||||||||||||||||||
Yes Energy LLC (4)(10) |
1877 Broadway St. Suite 606, Boulder, CO 80302 | SF + 4.75% | 8.92 | % | 4/21/2028 | 4,231 | 4,193 | 4,231 | ||||||||||||||||||||||||
| 91,981 | 92,790 | 0.79 | % | |||||||||||||||||||||||||||||
Food Producers |
||||||||||||||||||||||||||||||||
Alpine US Bidco LLC (7) |
6701 Center Dr W, Suite 850, Los Angeles, California 90045 | SF + 3.50% | 7.66 | % | 12/23/2030 | 9,466 | 9,435 | 9,534 | ||||||||||||||||||||||||
Specialty Ingredients, LLC (4)(9) |
3001 Strawn Ln, Fort Worth, TX 76135 |
SF + 6.00% | 10.26 | % | 2/12/2029 | 88,214 | 87,278 | 88,214 | ||||||||||||||||||||||||
Specialty Ingredients, LLC (4)(6)(9) |
3001 Strawn Ln, Fort Worth, TX 76135 | SF + 6.00% | 10.26 | % | 2/12/2029 | 11,278 | 7,214 | 7,331 | ||||||||||||||||||||||||
Sugar PPC Buyer LLC (4)(10) |
950 Third Avenue, 21st Floor, New York, NY 10022 |
SF + 4.75% | 9.07 | % | 10/2/2030 | 58,653 | 57,710 | 58,653 | ||||||||||||||||||||||||
Sugar PPC Buyer LLC (4)(10) |
950 Third Avenue, 21st Floor, New York, NY 10022 |
SF + 4.75% |
9.07 | % | 10/2/2030 | 16,293 | 16,023 | 16,293 | ||||||||||||||||||||||||
Sugar PPC Buyer LLC (4)(6)(10) |
950 Third Avenue, 21st Floor, New York, NY 10022 |
SF + 4.75% | 9.06 | % | 10/2/2030 | 14,464 | 4,202 | 4,331 | ||||||||||||||||||||||||
SW Ingredients Holdings, LLC (4)(6)(9) |
8101 Presidents Dr, Orlando, Florida 32809 | SF + 5.00% | 9.16 | % | 5/2/2030 | 32,714 | 15,729 | 15,779 | ||||||||||||||||||||||||
SW Ingredients Holdings, LLC (4)(9) |
8101 Presidents Dr, Orlando, Florida 32809 | SF + 5.00% | 9.16 | % | 5/2/2030 | 191,998 | 189,350 | 189,648 | ||||||||||||||||||||||||
SW Ingredients Holdings, LLC (4)(6)(9) |
8101 Presidents Dr, Orlando, Florida 32809 | 5/2/2030 | 23,763 | (342 | ) | (291 | ) | |||||||||||||||||||||||||
| 386,599 | 389,492 | 3.32 | % | |||||||||||||||||||||||||||||
Gas, Water and Multi-utilities |
||||||||||||||||||||||||||||||||
Eagle LNG Partners Jacksonville II LLC (4)(7) |
4400 Post Oak Parkway, Suite 420, Houston, Texas 77027 | 13.50% (incl 6.35% PIK) |
13.50 | % | 4/26/2029 | 829 | 813 | 776 | ||||||||||||||||||||||||
Eagle LNG Partners Jacksonville II LLC (4)(7) |
4400 Post Oak Parkway, Suite 420, Houston, Texas 77027 | 13.50% (incl 6.35% PIK) |
13.50 | % | 4/26/2029 | 76 | 74 | 71 | ||||||||||||||||||||||||
141
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Floating Infrastructure Holdings Finance LLC (4)(5)(10) |
111 W 19th Street, New York NY 10011 | SF + 5.75 | % | 9.85 | % | 8/13/2027 | 39,099 | 38,813 | 39,099 | |||||||||||||||||||||||||
| 39,700 | 39,946 | 0.34 | % | |||||||||||||||||||||||||||||||
General Industrials |
||||||||||||||||||||||||||||||||||
Bakelite US Holdco Inc (7) |
1040 Crown Pointe Parkway Suite 700, Atlanta, GA 30338 | SF + 3.75 | % | 7.75 | % | 12/23/2031 | 6,160 | 6,105 | 6,160 | |||||||||||||||||||||||||
BP Purchaser, LLC (4)(9) |
2650 Galvin Drive, Elgin, IL 60124 | SF + 5.50 | % | 9.80 | % | 12/11/2028 | 28,472 | 28,214 | 23,817 | |||||||||||||||||||||||||
Bright Light Buyer, Inc. (4)(10) |
3360 Davie Road, Suite 509 Davie, FL 33314 | SF + 6.00 | % | 10.16 | % | 11/8/2029 | 72,283 | 71,048 | 72,283 | |||||||||||||||||||||||||
Capripack Debtco PLC (4)(5)(10) |
Rivergate, Handelskai 92, 1200 Vienna, Austria | |
E + 5.75% (incl 2.50% PIK) |
|
7.71 | % | 1/3/2030 | EUR 13,653 | 14,557 | 16,061 | ||||||||||||||||||||||||
Capripack Debtco PLC (4)(5)(10) |
Rivergate, Handelskai 92, 1200 Vienna, Austria | |
E + 5.75% (incl 2.50% PIK) |
|
7.71 | % | 1/3/2030 | EUR 73,494 | 78,358 | 86,454 | ||||||||||||||||||||||||
Capripack Debtco PLC (4)(5)(10) |
Rivergate, Handelskai 92, 1200 Vienna, Austria | |
E + 5.75% (incl 2.50% PIK) |
|
7.77 | % | 1/3/2030 | EUR 30,250 | 30,474 | 35,584 | ||||||||||||||||||||||||
Capripack Debtco PLC (4)(5)(10) |
Rivergate, Handelskai 92, 1200 Vienna, Austria | |
E + 5.75% (incl 2.50% PIK) |
|
7.77 | % | 1/3/2030 | EUR 26,468 | 26,664 | 31,136 | ||||||||||||||||||||||||
Clydesdale Acquisition Holdings Inc (8) |
3436 Toringdon Way, Suite 100, Charlotte, NC 28277 | SF + 3.18% | 7.34 | % | 4/13/2029 | 7,576 | 7,561 | 7,574 | ||||||||||||||||||||||||||
Formerra LLC (4)(10) |
1250 Windham Pkwy, Romeoville, IL 60446 | |
SF + 7.25% |
|
11.63 | % | 11/1/2028 | 103,818 | 102,043 | 102,731 | ||||||||||||||||||||||||
Formerra LLC (4)(6)(10) |
1250 Windham Pkwy, Romeoville, IL 60446 | SF + 7.25% | 11.51 | % | 11/1/2028 | 12,031 | 1,003 | 1,077 | ||||||||||||||||||||||||||
Formerra LLC (4)(10) |
1250 Windham Pkwy, Romeoville, IL 60446 | SF + 7.25% | 11.63 | % | 11/1/2028 | 4,177 | 4,104 | 4,133 | ||||||||||||||||||||||||||
Marcone Group Inc (4)(9) |
One City Place, Ste 400, St Louis, MO 63141 | |
SF + 7.00% (incl 3.25% PIK) |
|
11.44 | % | 6/23/2028 | 50,716 | 50,359 | 42,313 | ||||||||||||||||||||||||
Marcone Group Inc (4)(9) |
One City Place, Ste 400, St Louis, MO 63141 | |
SF + 7.00% (incl 3.25% PIK) |
|
11.44 | % | 6/23/2028 | 12,153 | 12,098 | 10,140 | ||||||||||||||||||||||||
Marcone Group Inc (4)(9) |
One City Place, Ste 400, St Louis, MO 63141 | |
SF + 7.00% (incl 3.25% PIK) |
|
11.44 | % | 6/23/2028 | 13,453 | 13,393 | 11,224 | ||||||||||||||||||||||||
Marcone Group Inc (4)(9) |
One City Place, Ste 400, St Louis, MO 63141 | |
SF + 7.00% (incl 3.25% PIK) |
|
11.44 | % | 6/23/2028 | 4,470 | 4,450 | 3,730 | ||||||||||||||||||||||||
| 450,431 | 454,417 | 3.88 | % | |||||||||||||||||||||||||||||||
Health Care Providers |
||||||||||||||||||||||||||||||||||
123Dentist Inc (4)(5)(6)(9) |
4321 Still Creek Drive, Suite 200, Burnaby, British Columbia V5C 6S7, Canada | C + 5.00 | % | 7.55 | % | 8/10/2029 | CAD 23,754 | 13,790 | 14,021 | |||||||||||||||||||||||||
123Dentist Inc (4)(5)(9) |
4321 Still Creek Drive, Suite 200, Burnaby, British Columbia V5C 6S7, Canada | C + 5.00 | % | 7.55 | % | 8/10/2029 | CAD 56,338 | 43,127 | 40,461 | |||||||||||||||||||||||||
AB Centers Acquisition Corporation (4)(9) |
1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746 | SF + 5.25 | % | 9.47 | % | 7/2/2031 | 157,416 | 155,477 | 156,265 | |||||||||||||||||||||||||
AB Centers Acquisition Corporation (4)(6)(9) |
1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746 | SF + 5.25 | % | 9.47 | % | 7/2/2031 | 28,763 | 9,939 | 10,113 | |||||||||||||||||||||||||
142
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||
AB Centers Acquisition Corporation (4)(9) |
1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746 | SF + 5.25% | 9.41 | % | 7/2/2031 | 52,977 | 52,593 | 52,589 | ||||||||||||||||||||||||
AB Centers Acquisition Corporation (4)(9) |
1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746 | SF + 5.25% | 9.47 | % | 7/2/2031 | 130,083 | 129,132 | 129,132 | ||||||||||||||||||||||||
AB Centers Acquisition Corporation (4)(6)(9) |
1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746 | 7/2/2031 | 24,356 | (261 | ) | (178 | ) | |||||||||||||||||||||||||
Aspen Dental Management Inc. (ADMI Corp) (8) |
800 W. Fulton Market, Chicago, IL 60607 | SF + 3.75% | 8.03 | % | 12/23/2027 | 3,276 | 3,234 | 3,112 | ||||||||||||||||||||||||
Aspen Dental Management Inc. (ADMI Corp) (7) |
800 W. Fulton Market, Chicago, IL 60607 | SF + 5.75% | 9.91 | % | 12/23/2027 | 847 | 852 | 824 | ||||||||||||||||||||||||
AthenaHealth Group Inc. (8) |
80 Guest Street, Boston, MA 02135 | SF + 2.75% | 6.91 | % | 2/15/2029 | 18,085 | 17,948 | 18,072 | ||||||||||||||||||||||||
ATI Holdings Acquisition, Inc. (4)(5)(10) |
790 Remington Blvd, Bolingbrook, IL 60440 | SF + 7.25% | 11.03 | % | 2/24/2028 | 41,092 | 40,759 | 38,311 | ||||||||||||||||||||||||
Baart Programs, Inc. (4)(10)(19) |
1720 Lakepointe Dr. Suite 117, Lewisville, TX 75057 | SF + 5.00% | 6/11/2027 | 9,968 | 9,935 | 7,881 | ||||||||||||||||||||||||||
Blazing Star Shields Direct Parent, LLC (4)(10) |
100 Technology Center Dr, Suite 600, Stoughton, MA 02072 | SF + 6.00% | 10.20 | % | 8/28/2030 | 495,632 | 485,903 | 485,898 | ||||||||||||||||||||||||
Blazing Star Shields Direct Parent, LLC (4)(6)(10) |
100 Technology Center Dr, Suite 600, Stoughton, MA 02072 | SF + 6.00% | 10.00 | % | 8/28/2030 | 21,972 | 1,766 | 1,766 | ||||||||||||||||||||||||
Charlotte Buyer Inc (8) |
500 West Main Street, Louisville, KY 40202 | SF + 4.25% | 8.43 | % | 2/11/2028 | 24,875 | 24,180 | 24,866 | ||||||||||||||||||||||||
Diagnostic Services Holdings, Inc. (4)(10) |
5775 Wayzata Blvd Suite 400, Minneapolis, MN, 55416 | SF + 5.50% | 9.78 | % | 3/15/2027 | 122,090 | 121,497 | 120,915 | ||||||||||||||||||||||||
Diagnostic Services Holdings, Inc. (4)(10) |
5775 Wayzata Blvd Suite 400, Minneapolis, MN, 55416 | SF + 5.50% | 9.78 | % | 3/15/2027 | 15,663 | 15,587 | 15,512 | ||||||||||||||||||||||||
Diagnostic Services Holdings, Inc. (4)(6)(10) |
5775 Wayzata Blvd Suite 400, Minneapolis, MN, 55416 | SF + 5.50% | 9.78 | % | 3/15/2027 | 2,993 | 1,582 | 1,567 | ||||||||||||||||||||||||
EPFS Buyer, Inc. (4)(9) |
25700 Interstate 45 N, Suite 300, Spring, TX 77386 | SF + 4.75% | 8.75 | % | 7/31/2031 | 33,567 | 33,241 | 33,241 | ||||||||||||||||||||||||
EPFS Buyer, Inc. (4)(6)(9) |
25700 Interstate 45 N, Suite 300, Spring, TX 77386 | 7/31/2031 | 5,722 | (56 | ) | (56 | ) | |||||||||||||||||||||||||
EPFS Buyer, Inc. (4)(6)(9) |
25700 Interstate 45 N, Suite 300, Spring, TX 77386 | 7/31/2031 | 3,814 | (37 | ) | (37 | ) | |||||||||||||||||||||||||
ERC Topco Holdings, LLC (4)(10)(19) |
7351 E. Lowry Blvd, Ste 200, Denver, CO 80230 | SF + 6.50% PIK | 3/31/2030 | 7,055 | 7,055 | 7,055 | ||||||||||||||||||||||||||
ERC Topco Holdings, LLC (4)(6)(10)(19) |
7351 E. Lowry Blvd, Ste 200, Denver, CO 80230 | SF + 5.50% | 3/31/2030 | 1,560 | 1,081 | 1,189 | ||||||||||||||||||||||||||
FC Compassus LLC (4)(6)(7) |
10 Cadillac Dr Ste 400 Brentwood, TN, 37027 | 11/26/2030 | 19,127 | (246 | ) | (95 | ) | |||||||||||||||||||||||||
FC Compassus LLC (4)(9) |
10 Cadillac Dr Ste 400 Brentwood, TN, 37027 | SF + 5.75% (incl 1.50% PIK) | 9.91 | % | 11/26/2030 | 145,979 | 144,106 | 145,245 | ||||||||||||||||||||||||
FC Compassus LLC (4)(6)(9) |
10 Cadillac Dr Ste 400 Brentwood, TN, 37027 | SF + 5.75% (incl 1.50% PIK) | 9.91 | % | 11/26/2030 | 15,819 | 1,554 | 1,693 | ||||||||||||||||||||||||
FC Compassus LLC (4)(9)(23) |
10 Cadillac Dr Ste 400 Brentwood, TN, 37027 | SF + 7.03% (incl 2.09% PIK) | 11.19 | % | 11/26/2030 | 1,177 | 1,162 | 1,171 | ||||||||||||||||||||||||
143
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||
FC Compassus LLC (4)(6)(9)(23) |
10 Cadillac Dr Ste 400 Brentwood, TN, 37027 | SF + 7.08% (incl 2.17% PIK) | 11.25 | % | 11/26/2030 | 128 | 13 | 14 | ||||||||||||||||||||||||
Global Medical Response Inc (7) |
4400 Hwy 121, Suite 700, Lewisville, TX 75056 | SF + 3.50% | 7.63 | % | 10/1/2032 | 25,000 | 24,938 | 25,036 | ||||||||||||||||||||||||
Indigo Purchaser, Inc. (4)(9) |
5700 Granite Pkwy Ste 455 Plano, TX, 75024 | SF + 5.00% | 9.00 | % | 11/21/2031 | 111,549 | 110,081 | 112,664 | ||||||||||||||||||||||||
Indigo Purchaser, Inc. (4)(6)(9) |
5700 Granite Pkwy Ste 455 Plano, TX, 75024 | SF + 5.00% | 9.24 | % | 11/21/2031 | 25,604 | 1,122 | 1,738 | ||||||||||||||||||||||||
Indigo Purchaser, Inc. (4)(6)(9) |
5700 Granite Pkwy Ste 455 Plano, TX, 75024 | 11/21/2031 | 17,478 | (230 | ) | — | ||||||||||||||||||||||||||
Kabafusion Parent LLC (4)(9) |
17777 Center Court Drive North, Ste 550 Cerritos, CA, 90703 | SF + 5.00% | 9.00 | % | 11/24/2031 | 89,550 | 88,762 | 89,804 | ||||||||||||||||||||||||
Kabafusion Parent LLC (4)(6)(9) |
17777 Center Court Drive North, Ste 550 Cerritos, CA, 90703 | 11/24/2031 | 11,700 | (103 | ) | — | ||||||||||||||||||||||||||
Kabafusion Parent LLC (4)(9) |
17777 Center Court Drive North, Ste 550 Cerritos, CA, 90703 | SF + 5.00% | 9.00 | % | 11/24/2031 | 58,811 | 58,248 | 58,978 | ||||||||||||||||||||||||
MB2 Dental Solutions, LLC (4)(9) |
2403 Lacy Lane, Carrollton, TX 75006 | SF + 5.50% | 9.66 | % | 2/13/2031 | 153,743 | 151,843 | 153,610 | ||||||||||||||||||||||||
MB2 Dental Solutions, LLC (4)(6)(9) |
2403 Lacy Lane, Carrollton, TX 75006 | 2/13/2031 | 13,909 | (213 | ) | (12 | ) | |||||||||||||||||||||||||
MB2 Dental Solutions, LLC (4)(6)(9) |
2403 Lacy Lane, Carrollton, TX 75006 | SF + 5.50% | 9.66 | % | 2/13/2031 | 53,953 | 23,622 | 24,505 | ||||||||||||||||||||||||
MB2 Dental Solutions, LLC (4)(9) |
2403 Lacy Lane, Carrollton, TX 75006 | SF + 5.50% | 9.66 | % | 2/13/2031 | 22,263 | 21,880 | 22,244 | ||||||||||||||||||||||||
Medline Borrower LP (8) |
Three Lakes Drive Northfield, IL 60093 | SF + 2.00% | 6.16 | % | 10/23/2030 | 14,947 | 14,847 | 14,955 | ||||||||||||||||||||||||
Pareto Health Intermediate Holdings, Inc. (4)(10) |
FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104 | SF + 4.75% | 8.75 | % | 6/3/2030 | 43,979 | 43,262 | 43,835 | ||||||||||||||||||||||||
Pareto Health Intermediate Holdings, Inc. (4)(10) |
FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104 | SF + 4.75% | 8.75 | % | 6/3/2030 | 14,660 | 14,421 | 14,612 | ||||||||||||||||||||||||
Pareto Health Intermediate Holdings, Inc. (4)(6)(10) |
FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104 | 6/1/2029 | 4,032 | (74 | ) | (16 | ) | |||||||||||||||||||||||||
Pareto Health Intermediate Holdings, Inc. (4)(6)(10) |
FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104 | 6/3/2030 | 9,160 | (85 | ) | (30 | ) | |||||||||||||||||||||||||
Pareto Health Intermediate Holdings, Inc. (4)(10) |
FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104 | SF + 4.75% | 8.75 | % | 6/3/2030 | 16,521 | 16,380 | 16,467 | ||||||||||||||||||||||||
Phoenix Newco Inc (8) |
2520 Meridian Pkwy, Research Triangle Park, Suite 200, Durham, NC 27713 | SF + 2.50% | 6.66 | % | 11/15/2028 | 16,590 | 16,530 | 16,623 | ||||||||||||||||||||||||
Pinnacle Fertility, Inc. (4)(9) |
6720 N Scottsdale Rd, Ste 160, Scottsdale, Arizona 85253 | SF + 5.00% | 9.42 | % | 3/14/2028 | 26,538 | 26,313 | 26,538 | ||||||||||||||||||||||||
Pinnacle Fertility, Inc. (4)(9) |
6720 N Scottsdale Rd, Ste 160, Scottsdale, Arizona 85253 | SF + 5.00% | 9.25 | % | 3/14/2028 | 9,094 | 9,024 | 9,094 | ||||||||||||||||||||||||
PPV Intermediate Holdings, LLC (4)(9) |
141 Longwater Dr, Suite 108, Norwell, MA 02061 | SF + 5.75% | 9.95 | % | 8/31/2029 | 41,770 | 41,337 | 41,609 | ||||||||||||||||||||||||
144
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||
PPV Intermediate Holdings, LLC (4)(6)(9) |
141 Longwater Dr, Suite 108, Norwell, MA 02061 | 8/31/2029 | 4,746 | (53 | ) | (18 | ) | |||||||||||||||||||||||||
Precision Medicine Group, LLC (7) |
2 Bethesda Metro Center, Suite 850, 20814, Bethesda, MD | SF + 3.50%7.66% | 8/20/2032 | 8,000 | 7,961 | 7,978 | ||||||||||||||||||||||||||
Project Alliance Buyer, LLC (4)(9) |
495 North Keller Road,Suite 100, Maitland, Florida 32751 | SF + 5.00% | 9.20 | % | 8/27/2031 | 52,783 | 52,004 | 52,003 | ||||||||||||||||||||||||
Project Alliance Buyer, LLC (4)(6)(9) |
495 North Keller Road,Suite 100, Maitland, Florida 32751 | 8/27/2031 | 10,101 | (149 | ) | (149 | ) | |||||||||||||||||||||||||
PTSH Intermediate Holdings, LLC (4)(9) |
1100 Circle 75 Pkwy, Ste 1400, Atlanta, GA 30339 | SF + 5.50% | 9.65 | % | 12/17/2027 | 20,310 | 20,153 | 20,310 | ||||||||||||||||||||||||
PTSH Intermediate Holdings, LLC (4)(9) |
1100 Circle 75 Pkwy, Ste 1400, Atlanta, GA 30339 | SF + 5.50% | 9.65 | % | 12/17/2027 | 3,872 | 3,840 | 3,872 | ||||||||||||||||||||||||
Raven Acquisition Holdings LLC (7) |
434 W Acension Way 6th Floor, Salt Lake City, UT 84123 | SF + 3.00% | 7.16 | % | 11/19/2031 | 19,682 | 19,570 | 19,698 | ||||||||||||||||||||||||
Raven Acquisition Holdings LLC (6)(7) |
434 W Acension Way 6th Floor, Salt Lake City, UT 84123 | 11/19/2031 | 1,413 | (8 | ) | 1 | ||||||||||||||||||||||||||
Southern Veterinary Partners LLC (7) |
2204 Lakeshore Dr Ste 325 Birmingham, AL, 35209 | SF + 2.50% | 6.82 | % | 12/4/2031 | 5,838 | 5,800 | 5,833 | ||||||||||||||||||||||||
Tenet Healthcare Corp (5)(7) |
14201 Dallas Parkway, Dallas, TX 75254 | 5.13% | 5.13 | % | 11/1/2027 | 2,695 | 2,711 | 2,691 | ||||||||||||||||||||||||
Tivity Health Inc (4)(9) |
4031 Aspen Grove Drive, Suite 250, Franklin, TN 37067 | SF + 5.00% | 9.16 | % | 6/28/2029 | 128,842 | 127,368 | 128,842 | ||||||||||||||||||||||||
TTF Lower Intermediate LLC (7) |
5550 Peachtree Parkway, Suite 500, Peachtree Corners, GA 30092 | SF + 3.75% | 7.79 | % | 7/18/2031 | 11,996 | 11,828 | 11,397 | ||||||||||||||||||||||||
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(9) |
400 Perimeter Center Terrace Suite 875 Atlanta, GA 30346 | SF + 5.75% | 10.07 | % | 7/17/2028 | 42,522 | 42,111 | 42,269 | ||||||||||||||||||||||||
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(9) |
400 Perimeter Center Terrace Suite 875 Atlanta, GA 30346 | SF + 5.75% | 10.07 | % | 7/17/2028 | 26,078 | 25,835 | 25,922 | ||||||||||||||||||||||||
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(9) |
400 Perimeter Center Terrace Suite 875 Atlanta, GA 30346 | SF + 5.75% | 10.05 | % | 7/17/2028 | 32,258 | 31,957 | 32,066 | ||||||||||||||||||||||||
Vaxcare Intermediate II LLC (4)(8) |
800 N Magnolia Ave, Suite 700, Orlando, FL 32803 | SF + 4.50% | 8.79 | % | 6/17/2032 | 59,706 | 59,134 | 59,624 | ||||||||||||||||||||||||
Vaxcare Intermediate II LLC (4)(6)(8) |
800 N Magnolia Ave, Suite 700, Orlando, FL 32803 | 6/17/2032 | 11,986 | (115 | ) | (16 | ) | |||||||||||||||||||||||||
WCAS XIII Primary Care Investors, L.P. (4)(10) |
500 W. Main St., Louisville, KY 40202 | SF + 6.25% | 10.25 | % | 12/31/2029 | 135,630 | 133,971 | 133,388 | ||||||||||||||||||||||||
WCAS XIV Primary Care Investors, L.P. (4)(10) |
500 W. Main St., Louisville, KY 40202 | SF + 6.25% | 10.25 | % | 12/31/2032 | 56,433 | 55,500 | 55,445 | ||||||||||||||||||||||||
WCAS XIV Primary Care Investors, L.P. (4)(10) |
500 W. Main St., Louisville, KY 40202 | SF + 6.25% | 10.25 | % | 12/31/2032 | 8,342 | 8,200 | 8,196 | ||||||||||||||||||||||||
WCAS XIV Primary Care Investors, L.P. (4)(10) |
500 W. Main St., Louisville, KY 40202 | SF + 6.25% | 10.25 | % | 12/31/2032 | 15,932 | 15,653 | 15,653 | ||||||||||||||||||||||||
WCAS XIV Primary Care Investors, L.P. (4)(10) |
500 W. Main St., Louisville, KY 40202 | SF + 6.25% | 10.25 | % | 12/31/2032 | 13,613 | 13,350 | 13,375 | ||||||||||||||||||||||||
WCAS XIV Primary Care Investors, L.P. (4)(10) |
500 W. Main St., Louisville, KY 40202 |
SF + 6.25% | 10.25 | % | 12/31/2032 | 3,581 | 3,509 | 3,518 | ||||||||||||||||||||||||
| 2,616,948 | 2,624,699 | 22.40 | % | |||||||||||||||||||||||||||||
145
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||
Household Goods and Home Construction |
||||||||||||||||||||||||||||||||
Hunter Douglas Inc (7) |
55 West 46th Street, 27th Floor, New York, NY 10036 | SF + 3.25% | 7.25 | % | 1/17/2032 | 2,289 | 2,278 | 2,295 | ||||||||||||||||||||||||
SWF Holdings I Corp (10) |
7549 Graber Road, Middleton, WI 53562 | SF + 4.50% | 8.66 | % | 12/19/2029 | 73 | 70 | 73 | ||||||||||||||||||||||||
SWF Holdings I Corp (10) |
7549 Graber Road, Middleton, WI 53562 | SF + 4.00% | 8.28 | % | 10/6/2028 | 667 | 633 | 547 | ||||||||||||||||||||||||
SWF Holdings I Corp (6)(10) |
7549 Graber Road, Middleton, WI 53562 | 12/19/2029 | 94 | — | 1 | |||||||||||||||||||||||||||
| 2,981 | 2,916 | 0.02 | % | |||||||||||||||||||||||||||||
Industrial Engineering |
||||||||||||||||||||||||||||||||
Arcline FM Holdings LLC (9)(21) |
655 3rd St Suite 301, Beloit, WI 53511 | SF + 2.75% | 6.73 | % | 6/23/2030 | 15,714 | 15,714 | 15,741 | ||||||||||||||||||||||||
LSF12 Donnelly Bidco, LLC (4)(10) |
16430 N Scottsdale Road, Suite 450, Scottsdale, AZ, 85254 | SF + 6.50% | 10.66 | % | 10/2/2029 | 19,529 | 19,203 | 19,529 | ||||||||||||||||||||||||
Radwell Parent, LLC (4)(9) |
1 Millennium Drive, Willingboro, NJ 08046 | SF + 5.50% | 9.50 | % | 4/2/2029 | 151,105 | 148,577 | 151,104 | ||||||||||||||||||||||||
Radwell Parent, LLC (4)(6)(9) |
1 Millennium Drive, Willingboro, NJ 08046 | SF + 5.50% | 9.50 | % | 4/3/2028 | 13,271 | 3,384 | 3,539 | ||||||||||||||||||||||||
Roper Industrial Products Investment Co (8) |
6496 University Parkway, Sarasota, FL 34240 | SF + 2.75% | 6.75 | % | 11/22/2029 | 20,344 | 19,964 | 20,394 | ||||||||||||||||||||||||
Rotation Buyer, LLC (4)(6)(9) |
2760 Baglyos Circle Bethlehem, PA, 18020 | SF + 4.75% | 8.95 | % | 12/27/2031 | 17,040 | 4,067 | 4,188 | ||||||||||||||||||||||||
Rotation Buyer, LLC (4)(6)(9) |
2760 Baglyos Circle Bethlehem, PA, 18020 | SF + 4.75% | 8.75 | % | 12/27/2031 | 8,731 | 3,450 | 3,507 | ||||||||||||||||||||||||
Rotation Buyer, LLC (4)(9) |
2760 Baglyos Circle Bethlehem, PA, 18020 | SF + 4.75% | 8.75 | % | 12/27/2031 | 66,208 | 65,618 | 66,056 | ||||||||||||||||||||||||
Time Manufacturing Holdings LLC (4)(9) |
7601 Imperial Drive, P.O. Box 20368, Waco, TX 76712 | SF + 6.50% | 10.76 | % | 12/1/2027 | 12,320 | 12,221 | 9,703 | ||||||||||||||||||||||||
Time Manufacturing Holdings LLC (4)(9) |
7601 Imperial Drive, P.O. Box 20368, Waco, TX 76712 | E + 6.50% | 8.41 | % | 12/1/2027 | EUR 8,546 | 9,579 | 7,772 | ||||||||||||||||||||||||
Time Manufacturing Holdings LLC (4)(6)(9) |
7601 Imperial Drive, P.O. Box 20368, Waco, TX 76712 | SF + 6.50% | 10.76 | % | 12/1/2027 | 1,002 | 974 | 769 | ||||||||||||||||||||||||
Time Manufacturing Holdings LLC (4)(9) |
7601 Imperial Drive, P.O. Box 20368, Waco, TX 76712 | E + 6.50% | 8.41 | % | 12/1/2027 | EUR 4,852 | 5,085 | 4,413 | ||||||||||||||||||||||||
TK Elevator US Newco Inc (5)(8) |
788 Circle 75 Parkway SE, Suite 500, Atlanta, GA 30339 | SF + 3.00% | 7.20 | % | 4/30/2030 | 14,955 | 14,819 | 15,009 | ||||||||||||||||||||||||
Wec US Holdings Inc (7) |
1000 Westinghouse Drive, Cranberry Township, PA 16066 | SF + 2.25% | 6.53 | % | 1/27/2031 | 9,900 | 9,841 | 9,914 | ||||||||||||||||||||||||
| 332,496 | 331,638 | 2.83 | % | |||||||||||||||||||||||||||||
Industrial Metals and Mining |
||||||||||||||||||||||||||||||||
Alchemy US Holdco 1 LLC (4)(10) |
2601 Weck Drive, Research Triangle Park, North Carolina 27709 | SF + 6.50% | 10.81 | % | 7/31/2029 | 119,064 | 115,047 | 113,917 | ||||||||||||||||||||||||
Alchemy US Holdco 1 LLC (4)(10) |
2601 Weck Drive, Research Triangle Park, North Carolina 27709 | E + 6.50% | 8.53 | % | 7/31/2029 | EUR 25,122 | 26,275 | 28,194 | ||||||||||||||||||||||||
Alchemy US Holdco 1 LLC (4)(6)(10) |
2601 Weck Drive, Research Triangle Park, North Carolina 27709 | SF + 6.50% | 10.81 | % | 7/31/2029 | 10,237 | 909 | 853 | ||||||||||||||||||||||||
BLY US Holdings Inc. (4)(5)(10) |
2455 South 3600 West, West Valley City, UT 84119 | SF + 6.00% | 10.00 | % | 4/10/2029 | 58,039 | 57,003 | 56,639 | ||||||||||||||||||||||||
146
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||
Star Holding LLC (7) |
24275 Katy Freeway, Suite 600, Katy, TX 77494 | SF + 4.50% | 8.66 | % | 7/31/2031 | 4,253 | 4,234 | 4,227 | ||||||||||||||||||||||||
| 203,468 | 203,830 | 1.74 | % | |||||||||||||||||||||||||||||
Industrial Support Services |
||||||||||||||||||||||||||||||||
ABC Legal Holdings, LLC (4)(9) |
1099 Stewart St., Suite 700, Seattle, WA 98101 | SF + 4.50% | 8.65 | % | 8/13/2032 | 80,660 | 79,869 | 79,868 | ||||||||||||||||||||||||
ABC Legal Holdings, LLC (4)(6)(9) |
1099 Stewart St., Suite 700, Seattle, WA 98101 | 8/13/2032 | 24,138 | (239 | ) | (237 | ) | |||||||||||||||||||||||||
ABC Legal Holdings, LLC (4)(6)(9) |
1099 Stewart St., Suite 700, Seattle, WA 98101 | 8/13/2032 | 16,200 | (159 | ) | (159 | ) | |||||||||||||||||||||||||
AI Circle Bidco Limited (4)(5)(10) |
Level 24, 32 London Bridge Street, London, England SE1 9SG, GB | E + 5.75% | 7.83 | % | 2/8/2031 | EUR 44,620 | 46,606 | 51,199 | ||||||||||||||||||||||||
AI Circle Bidco Limited (4)(5)(10) |
Level 24, 32 London Bridge Street, London, England SE1 9SG, GB | E + 5.75% | 7.83 | % | 2/8/2031 | EUR 6,374 | 6,745 | 7,314 | ||||||||||||||||||||||||
AI Circle Bidco Limited (4)(5)(6)(10) |
Level 24, 32 London Bridge Street, London, England SE1 9SG, GB | E + 5.75% | 7.83 | % | 2/8/2031 | EUR 66,803 | 21,785 | 22,337 | ||||||||||||||||||||||||
Allied Universal Holdco LLC (7) |
161 Washington Street, Suite 600, Conshohocken, PA 19428 | SF + 3.25% | 7.51 | % | 8/20/2032 | 13,112 | 13,096 | 13,176 | ||||||||||||||||||||||||
Argos Health Holdings, Inc. (4)(9) |
5440 Harvest Hill Rd, Dallas, TX 75230 | SF + 5.25% | 9.57 | % | 12/3/2029 | 642 | 637 | 646 | ||||||||||||||||||||||||
Atlas Intermediate III LLC (4)(10) |
4 Tri Harbor Court Port Washington, NY 11050 | SF + 8.50% (incl 4.00% PIK) | 12.81 | % | 10/31/2029 | 120,296 | 118,391 | 116,157 | ||||||||||||||||||||||||
Atlas Intermediate III LLC (4)(6)(10) |
4 Tri Harbor Court Port Washington, NY 11050 | SF + 7.75% | 11.89 | % | 10/31/2029 | 13,445 | 1,116 | 882 | ||||||||||||||||||||||||
AVSC Holding Corp. (4)(9) |
5100 North River Road Ste 300 Schiller Park, IL, 60176 | SF + 5.00% | 9.16 | % | 12/5/2031 | 73,818 | 72,513 | 72,990 | ||||||||||||||||||||||||
AVSC Holding Corp. (4)(6)(9) |
5100 North River Road Ste 300 Schiller Park, IL, 60176 | 12/5/2029 | 8,660 | (145 | ) | (104 | ) | |||||||||||||||||||||||||
Axiom Buyer, LLC (4)(10) |
9709 Lakeside Blvd, Suite 575, The Woodlands, TX 77381 | SF + 6.50% | 10.66 | % | 1/14/2030 | 148,826 | 145,932 | 146,814 | ||||||||||||||||||||||||
Axiom Buyer, LLC (4)(6)(10) |
9709 Lakeside Blvd, Suite 575, The Woodlands, TX 77381 | 1/14/2030 | 16,189 | (360 | ) | (219 | ) | |||||||||||||||||||||||||
Axiom Buyer, LLC (4)(6)( 10) |
9709 Lakeside Blvd, Suite 575, The Woodlands, TX 77381 | SF + 6.50% | 10.66 | % | 1/14/2030 | 18,189 | 8,741 | 8,848 | ||||||||||||||||||||||||
Azalea Topco, Inc. (7) |
1173 Ignition Drive, South Bend, IN 46601 | SF + 3.00% | 7.16 | % | 4/30/2031 | 11,889 | 11,817 | 11,870 | ||||||||||||||||||||||||
Captive Resources Midco LLC (4)(9) |
1100 N. Arlington Heights Road, Itasca, IL 60143 | SF + 4.50% | 8.66 | % | 7/2/2029 | 90,960 | 90,023 | 90,960 | ||||||||||||||||||||||||
Captive Resources Midco LLC (4)(6)(9) |
1100 N. Arlington Heights Road, Itasca, IL 60143 | 7/3/2028 | 7,558 | (69 | ) | — | ||||||||||||||||||||||||||
Chartis Group LLC (4)(9) |
220 West Kinzie Street, Third Floor, Chicago, IL 60654 | SF + 4.50% | 8.52 | % | 9/17/2031 | 81,183 | 80,492 | 81,995 | ||||||||||||||||||||||||
147
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||
Chartis Group LLC (4)(6)(9) |
220 West Kinzie Street, Third Floor, Chicago, IL 60654 | 9/17/2031 | 25,040 | (232 | ) | 250 | ||||||||||||||||||||||||||
Chartis Group LLC (4)(6)(9) |
220 West Kinzie Street, Third Floor, Chicago, IL 60654 | 9/17/2031 | 14,716 | (124 | ) | — | ||||||||||||||||||||||||||
Core & Main LP (5)(7) |
1830 Craig Park Court, Saint Louis, MO 63146 | SF + 2.00% | 6.17 | % | 2/9/2031 | 1,813 | 1,813 | 1,813 | ||||||||||||||||||||||||
Coretrust Purchasing Group LLC (4)(6)(9) |
601 11th Avenue, Suite 700, Nashville, TN 37203 | 10/1/2029 | 11,656 | (200 | ) | — | ||||||||||||||||||||||||||
Coretrust Purchasing Group LLC (4)(6)(9) |
601 11th Avenue, Suite 700, Nashville, TN 37203 | 10/1/2029 | 10,736 | (243 | ) | 107 | ||||||||||||||||||||||||||
Coretrust Purchasing Group LLC (4)(9) |
601 11th Avenue, Suite 700, Nashville, TN 37203 | SF + 5.25% | 9.41 | % | 10/1/2029 | 79,673 | 78,357 | 80,470 | ||||||||||||||||||||||||
Coretrust Purchasing Group LLC (4)(6)(9) |
601 11th Avenue, Suite 700, Nashville, TN 37203 | 10/1/2029 | 4,423 | (33 | ) | 44 | ||||||||||||||||||||||||||
Currahee Borrower Sub LLC (7) |
3560 Lenox Road NE, Suite 2900, Atlanta, GA 30326 | SF + 3.50% | 7.50 | % | 3/31/2032 | 9,435 | 9,391 | 9,464 | ||||||||||||||||||||||||
Currahee Borrower Sub LLC (6)(7) |
3560 Lenox Road NE, Suite 2900, Atlanta, GA 30326 | 3/31/2032 | 2,189 | (11 | ) | 7 | ||||||||||||||||||||||||||
Eagle 2021 Lower Merger Sub, LLC (4)(9) |
5440 Harvest Hill Rd, Dallas, TX 75230 | SF + 5.25% | 9.57 | % | 12/3/2029 | 802 | 796 | 808 | ||||||||||||||||||||||||
EIS Legacy Holdco, LLC (4)(9) |
2018 Powers Ferry Rd SE Ste 500 Atlanta, GA, 30339 | SF + 4.50% | 8.82 | % | 11/5/2031 | 63,949 | 63,392 | 63,951 | ||||||||||||||||||||||||
EIS Legacy Holdco, LLC (4)(6)(9) |
2018 Powers Ferry Rd SE Ste 500 Atlanta, GA, 30339 | SF + 4.50% | 8.82 | % | 11/5/2031 | 30,645 | 14,553 | 14,837 | ||||||||||||||||||||||||
EIS Legacy Holdco, LLC (4)(6)(9) |
2018 Powers Ferry Rd SE Ste 500 Atlanta, GA, 30339 | 11/5/2030 | 13,000 | (110 | ) | (12 | ) | |||||||||||||||||||||||||
Empower Payments Investor, LLC (4)(9) |
1131 4th Avenue S, Ste 330, Nashville, TN 37210 | SF + 4.75% | 8.75 | % | 3/12/2031 | 100,417 | 98,855 | 99,423 | ||||||||||||||||||||||||
Empower Payments Investor, LLC (4)(9) |
1131 4th Avenue S, Ste 330, Nashville, TN 37210 | SF + 4.75% | 8.75 | % | 3/12/2031 | 14,354 | 14,106 | 14,212 | ||||||||||||||||||||||||
Empower Payments Investor, LLC (4)(6)(9) |
1131 4th Avenue S, Ste 330, Nashville, TN 37210 | 3/12/2030 | 9,704 | (144 | ) | (114 | ) | |||||||||||||||||||||||||
Empower Payments Investor, LLC (4)(6)(9) |
1131 4th Avenue S, Ste 330, Nashville, TN 37210 | 3/12/2031 | 14,123 | (138 | ) | (140 | ) | |||||||||||||||||||||||||
Empower Payments Investor, LLC (4)(9) |
1131 4th Avenue S, Ste 330, Nashville, TN 37210 | SF + 4.75% | 8.74 | % | 3/12/2031 | 24,420 | 24,187 | 24,178 | ||||||||||||||||||||||||
Guidehouse Inc. (4)(9) |
1676 International Drive Suite 800, McLean, VA 22102 | SF + 5.00% (incl 2.00% PIK) | 9.16 | % | 12/16/2030 | 190,358 | 188,582 | 190,358 | ||||||||||||||||||||||||
IG Investments Holdings, LLC (4)(6)(13) |
1224 Hammond Drive, Suite 1500, Atlanta, GA 30346 | 9/22/2028 | 10,221 | (91 | ) | — | ||||||||||||||||||||||||||
IG Investments Holdings, LLC (4)(9) |
1224 Hammond Drive, Suite 1500, Atlanta, GA 30346 | SF + 5.00% | 9.31 | % | 9/22/2028 | 88,234 | 87,871 | 88,234 | ||||||||||||||||||||||||
Madison IAQ LLC (8) |
444 West Lake, Suite 4400, Chicago, IL 60606 | SF + 2.50% | 6.70 | % | 6/21/2028 | 1,244 | 1,214 | 1,246 | ||||||||||||||||||||||||
148
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||
Madison IAQ LLC (8) |
444 West Lake, Suite 4400, Chicago, IL 60606 | SF + 3.25% | 7.45 | % | 5/6/2032 | 13,825 | 13,646 | 13,908 | ||||||||||||||||||||||||
Madison Safety & Flow LLC (7) |
444 West Lake, Suite 4400, Chicago, IL 60606 | SF + 2.75% | 6.91 | % | 9/26/2031 | 3,464 | 3,457 | 3,472 | ||||||||||||||||||||||||
NBG Acquisition Corp. (4)(9) |
721 N Eckhoff St, Orange, CA 92868 | SF + 6.00% (incl 3.50% PIK) | 10.31 | % | 11/4/2030 | 21,144 | 21,072 | 17,085 | ||||||||||||||||||||||||
NBG Acquisition Corp. (4)(6)(9) |
721 N Eckhoff St, Orange, CA 92868 | SF + 6.00% (incl 3.50% PIK) | 10.15 | % | 11/4/2030 | 2,878 | 1,779 | 1,240 | ||||||||||||||||||||||||
NBG Acquisition Corp. (4)(9) |
721 N Eckhoff St, Orange, CA 92868 | SF + 6.00% (incl 3.50% PIK) | 10.00 | % | 11/6/2028 | 3,330 | 3,294 | 2,690 | ||||||||||||||||||||||||
NDT Global Holding Inc. (4)(5)(8) |
3425 Pierre-Ardouin, G1P 0B3, Quebec, CA-QC | SF + 4.50%8.65% | 6/4/2032 | 120,000 | 118,856 | 119,063 | ||||||||||||||||||||||||||
NDT Global Holding Inc. (4)(5)(6)(8) |
3425 Pierre-Ardouin, G1P 0B3, Quebec, CA-QC | SF + 4.50% | 8.65 | % | 6/4/2032 | 60,522 | 26,042 | 26,157 | ||||||||||||||||||||||||
NDT Global Holding Inc. (4)(5)(6)(8) |
3425 Pierre-Ardouin, G1P 0B3, Quebec, CA-QC | 6/4/2032 | 30,474 | (291 | ) | (238 | ) | |||||||||||||||||||||||||
Neon Maple US Debt Mergersub Inc (5)(7) |
1100 Boulevard René-Lévesque O, Suite 900, Montréal, Québec H3B 4N4, Canada | SF + 2.75% | 6.91 | % | 11/17/2031 | 3,144 | 3,123 | 3,149 | ||||||||||||||||||||||||
NTH Degree Purchaser Inc (4)(10) |
3237 Satellite Boulevard, Suite 600, Duluth, GA 30096 | SF + 5.25% | 9.32 | % | 9/10/2030 | 100,857 | 99,196 | 99,935 | ||||||||||||||||||||||||
NTH Degree Purchaser Inc (4)(6)(10) |
3237 Satellite Boulevard, Suite 600, Duluth, GA 30096 | 9/10/2030 | 30,800 | (562 | ) | (281 | ) | |||||||||||||||||||||||||
NTH Degree Purchaser Inc (4)(6)(10) |
3237 Satellite Boulevard, Suite 600, Duluth, GA 30096 | 9/10/2030 | 16,125 | (266 | ) | (147 | ) | |||||||||||||||||||||||||
PEX Holdings LLC (7) |
805 3rd Avenue, 24th Floor, New York, NY 10022 | SF + 2.75% | 6.75 | % | 11/26/2031 | 14,925 | 14,892 | 14,956 | ||||||||||||||||||||||||
PG Polaris BidCo Sarl (5)(7) |
6, Rue Eugene Ruppert Luxembourg, 2453 Luxembourg | SF + 2.75% | 6.75 | % | 3/26/2031 | 11,877 | 11,863 | 11,932 | ||||||||||||||||||||||||
Planet US Buyer LLC (5)(7) |
Exchange Place 2, 5 Semple Street, Edinburgh, EH3 8BL, UK | SF + 3.00% | 7.20 | % | 2/7/2031 | 7,406 | 7,392 | 7,455 | ||||||||||||||||||||||||
Priority Holdings, LLC (5)(8) |
2001 Westside Pkwy, Suite 155, Alpharetta, GA 30004 | SF + 3.75% | 7.91 | % | 7/30/2032 | 4,118 | 4,108 | 4,136 | ||||||||||||||||||||||||
QXO Inc (5)(7) |
Five American Lane, Greenwich, CT 06831 | SF + 3.00% | 7.16 | % | 4/30/2032 | 1,995 | 1,976 | 2,014 | ||||||||||||||||||||||||
Railpros Parent LLC (4)(9) |
5605 N MacArthur Blvd. Suite 650, Irving, TX 75038 | SF + 4.50% | 8.70 | % | 5/24/2032 | 34,833 | 34,502 | 34,828 | ||||||||||||||||||||||||
Railpros Parent LLC (4)(6)(9) |
5605 N MacArthur Blvd. Suite 650, Irving, TX 75038 | 5/24/2032 | 10,718 | (104 | ) | (1 | ) | |||||||||||||||||||||||||
Railpros Parent LLC (4)(6)(9) |
5605 N MacArthur Blvd. Suite 650, Irving, TX 75038 | 5/24/2032 | 5,375 | (51 | ) | (1 | ) | |||||||||||||||||||||||||
Retail Services WIS Corporation (4)(10) |
7950 Legacy Dr, Suite 800, Plano, Texas 75024 | SF + 7.00% | 11.20 | % | 8/29/2030 | 109,702 | 107,547 | 107,546 | ||||||||||||||||||||||||
Retail Services WIS Corporation (4)(6)(10) |
7950 Legacy Dr, Suite 800, Plano, Texas 75024 | 8/29/2030 | 25,930 | (514 | ) | (510 | ) | |||||||||||||||||||||||||
Sedgwick Claims Management Services Inc (7) |
8125 Sedgwick Way Memphis, TN 38125 | SF + 2.50% | 6.66 | % | 7/31/2031 | 18,918 | 18,768 | 18,915 | ||||||||||||||||||||||||
Shift4 Payments LLC (5)(7) |
3501 Corporate Parkway, Center Valley, Pennsylvania 18034 | SF + 2.50% | 6.50 | % | 6/30/2032 | 1,341 | 1,338 | 1,353 | ||||||||||||||||||||||||
149
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||
SimpliSafe Holding Corporation (4)(9) |
100 Summer Street, Suite 300, Boston, MA 02110 | SF + 6.25% | 10.41 | % | 5/2/2028 | 116,924 | 115,890 | 116,924 | ||||||||||||||||||||||||
SimpliSafe Holding Corporation (4)(9) |
100 Summer Street, Suite 300, Boston, MA 02110 | SF + 6.25% | 10.41 | % | 5/2/2028 | 14,877 | 14,735 | 14,877 | ||||||||||||||||||||||||
Spirit RR Holdings, Inc. (4)(9) |
11 East 26th Street, 12th Floor, New York, NY 10010 | SF + 4.50% | 8.60 | % | 9/13/2028 | 42,341 | 41,883 | 42,521 | ||||||||||||||||||||||||
Spirit RR Holdings, Inc. (4)(6)(9) |
11 East 26th Street, 12th Floor, New York, NY 10010 | 9/13/2028 | 3,579 | (37 | ) | — | ||||||||||||||||||||||||||
Spirit RR Holdings, Inc. (4)(9) |
11 East 26th Street, 12th Floor, New York, NY 10010 | SF + 4.50% | 8.88 | % | 9/13/2028 | 5,919 | 5,857 | 5,944 | ||||||||||||||||||||||||
Spirit RR Holdings, Inc. (4)(9) |
11 East 26th Street, 12th Floor, New York, NY 10010 | SF + 4.50% | 8.88 | % | 9/13/2028 | 2,978 | 2,952 | 2,991 | ||||||||||||||||||||||||
Team, Inc. (4)(10) |
13131 Dairy Ashford Rd Ste 600 Sugar Land, TX, 77478 | SF + 6.50% | 10.73 | % | 3/12/2030 | 52,098 | 51,057 | 51,377 | ||||||||||||||||||||||||
Team, Inc. (4)(6)(10) |
13131 Dairy Ashford Rd Ste 600 Sugar Land, TX, 77478 | 3/12/2030 | 14,960 | (318 | ) | (207 | ) | |||||||||||||||||||||||||
Transnetwork LLC (8) |
4900 Woodway Dr., Houston, TX 77056 | SF + 4.75% | 8.75 | % | 12/29/2030 | 68,543 | 67,857 | 68,486 | ||||||||||||||||||||||||
TruckPro, LLC (4)(12) |
1900 Charles Bryan Rd, Cordova, Tennessee 38106 | SF + 7.75% | 12.10 | % | 8/16/2028 | 66,027 | 64,889 | 59,985 | ||||||||||||||||||||||||
W3 TopCo LLC (4)(10) |
4210 Malone Drive, Pasadena, Texas 77507 | SF + 6.50% | 10.84 | % | 3/22/2029 | 88,545 | 86,088 | 83,571 | ||||||||||||||||||||||||
YA Intermediate Holdings II LLC (4)(9) |
12851 Manchester Rd Ste 160, St. Louis, MO, 63131 | SF + 4.75% | 8.94 | % | 10/1/2031 | 47,211 | 47,009 | 47,683 | ||||||||||||||||||||||||
YA Intermediate Holdings II LLC (4)(6)(9) |
12851 Manchester Rd Ste 160, St. Louis, MO, 63131 | SF + 4.75% | 8.99 | % | 10/1/2031 | 19,804 | 1,952 | 2,291 | ||||||||||||||||||||||||
YA Intermediate Holdings II LLC (4)(6)(9) |
12851 Manchester Rd Ste 160, St. Louis, MO, 63131 | SF + 4.75% | 8.59 | % | 10/1/2031 | 9,750 | 852 | 894 | ||||||||||||||||||||||||
| 2,270,311 | 2,279,466 | 19.45 | % | |||||||||||||||||||||||||||||
Industrial Transportation |
||||||||||||||||||||||||||||||||
Brown Group Holding LLC (8) |
13485 Veterans Way, Suite 600, Orlando, FL 32827 | SF + 2.75% | 7.06 | % | 7/1/2031 | 1,990 | 1,983 | 1,996 | ||||||||||||||||||||||||
Tikehau Motion Midco SARL (4)(5)(7) |
C/ Albacete, 3 Edificio Mizar Planta 1, 28027 Madrid, Spain | E + 6.50% | 8.59 | % | 8/22/2031 | |
EUR 23,823 |
|
27,377 | 27,407 | ||||||||||||||||||||||
Tikehau Motion Midco SARL (4)(5)(7) |
C/ Albacete, 3 Edificio Mizar Planta 1, 28027 Madrid, Spain | E + 6.50% | 8.59 | % | 8/22/2031 | |
EUR 51,456 |
|
59,133 | 59,198 | ||||||||||||||||||||||
Tikehau Motion Midco SARL (4)(5)(6)(7) |
C/ Albacete, 3 Edificio Mizar Planta 1, 28027 Madrid, Spain | 8/22/2031 | |
EUR 38,175 |
|
(887 | ) | (880 | ) | |||||||||||||||||||||||
Truck-Lite Co, LLC (4)(6)(9) |
20600 Civic Center Dr, Southfield, Michigan 48076 | 2/13/2031 | 11,973 | (174 | ) | — | ||||||||||||||||||||||||||
Truck-Lite Co, LLC (4)(6)(9) |
20600 Civic Center Dr, Southfield, Michigan 48076 | SF + 5.75% | 9.91 | % | 2/13/2032 | 32,845 | 12,541 | 13,023 | ||||||||||||||||||||||||
Truck-Lite Co, LLC (4)(6)(9) |
20600 Civic Center Dr, Southfield, Michigan 48076 | 2/13/2032 | 16,303 | (239 | ) | — | ||||||||||||||||||||||||||
Truck-Lite Co, LLC (4)(9) |
20600 Civic Center Dr, Southfield, Michigan 48076 | SF + 5.00% | 9.14 | % | 2/13/2032 | 91,013 | 89,606 | 91,013 | ||||||||||||||||||||||||
Truck-Lite Co, LLC (4)(9) |
20600 Civic Center Dr, Southfield, Michigan 48076 | SF + 5.00% | 9.14 | % | 2/13/2032 | 3,407 | 3,374 | 3,407 | ||||||||||||||||||||||||
Truck-Lite Co, LLC (4)(6)(9) |
20600 Civic Center Dr, Southfield, Michigan 48076 | 2/13/2032 | 3,362 | (52 | ) | — | ||||||||||||||||||||||||||
Zeppelin US Buyer Inc. (4)(6)(9) |
1 Pennsylvania Plaza, Suite 1723, New York, NY 10119 | 8/2/2032 | 26,224 | (259 | ) | (256 | ) | |||||||||||||||||||||||||
150
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Zeppelin US Buyer Inc. (4)(6)(9) |
|
1 Pennsylvania Plaza, Suite 1723, New York, NY 10119 |
|
SF + 4.75% | 8.91 | % | 8/2/2032 | 13,112 | 4,555 | 4,555 | ||||||||||||||||||||||||
Zeppelin US Buyer Inc. (4)(9) |
|
1 Pennsylvania Plaza, Suite 1723, New York, NY 10119 |
|
SF + 4.75% | 8.93 | % | 8/2/2032 | 85,664 | 84,828 | 84,828 | ||||||||||||||||||||||||
| 281,786 | 284,291 | 2.43 | % | |||||||||||||||||||||||||||||||
Investment Banking and Brokerage Services |
||||||||||||||||||||||||||||||||||
Apex Group Treasury LLC (5)(7) |
|
Vallis Building, 58 Par-LaVille RoadHamilton, HM 11 Bermuda |
|
SF + 3.50% | 7.75 | % | 2/27/2032 | 13,514 | 13,391 | 13,244 | ||||||||||||||||||||||||
Ascensus Holdings, Inc. (8) |
|
200 Dryden Road, Suite 4000, Dresher, PA 19025 |
|
SF + 3.00% | 7.16 | % | 8/2/2028 | 14,005 | 13,947 | 14,011 | ||||||||||||||||||||||||
Baker Tilly Advisory Group, LP (4)(9) |
|
205 N. Michigan Ave., 28th Floor, Chicago, IL 60601 |
|
SF + 4.75% | 8.91 | % | 6/3/2031 | 117,520 | 116,075 | 118,692 | ||||||||||||||||||||||||
Baker Tilly Advisory Group, LP (4)(9) |
|
205 N. Michigan Ave., 28th Floor, Chicago, IL 60601 |
|
SF + 4.50% | 8.66 | % | 6/3/2031 | 43,427 | 43,016 | 43,330 | ||||||||||||||||||||||||
Baker Tilly Advisory Group, LP (4)(6)(9) |
|
205 N. Michigan Ave., 28th Floor, Chicago, IL 60601 |
|
6/3/2031 | 14,960 | (146 | ) | (33 | ) | |||||||||||||||||||||||||
Baker Tilly Advisory Group, LP (4)(6)(9) |
|
205 N. Michigan Ave., 28th Floor, Chicago, IL 60601 |
|
6/3/2030 | 30,537 | (340 | ) | (96 | ) | |||||||||||||||||||||||||
Citrin Cooperman Advisors LLC (7) |
|
50 Rockefeller Plaza, New York, NY 10020 |
|
SF + 3.00% | 7.00 | % | 4/1/2032 | 13,599 | 13,453 | 13,559 | ||||||||||||||||||||||||
Citrin Cooperman Advisors LLC (6)(7) |
|
50 Rockefeller Plaza, New York, NY 10020 |
|
4/1/2032 | 877 | (9 | ) | (3 | ) | |||||||||||||||||||||||||
DRW Holdings LLC (7) |
|
540 W Madison St Ste 2500 Chicago, IL, 60661 |
|
SF + 3.50% | 7.50 | % | 6/26/2031 | 13,209 | 13,150 | 13,197 | ||||||||||||||||||||||||
Earps Bidco Limited (4)(5)(7) |
|
45 Gresham Street, EC2V 7BG, London |
|
SN + 5.00% | 9.01 | % | 3/28/2032 | GBP 37,700 | 48,117 | 50,140 | ||||||||||||||||||||||||
Earps Bidco Limited (4)(5)(6)(7) |
|
45 Gresham Street, EC2V 7BG, London |
|
3/28/2032 | GBP 12,044 | (226 | ) | (173 | ) | |||||||||||||||||||||||||
Earps Bidco Limited (4)(5)(7) |
|
45 Gresham Street, EC2V 7BG, London |
|
E + 5.00% | 7.02 | % | 3/28/2032 | EUR 1,105 | 1,267 | 1,283 | ||||||||||||||||||||||||
Eisner Advisory Group LLC (8) |
|
733 Third Avenue, New York, NY 10017 |
|
SF + 4.00% | 8.16 | % | 2/28/2031 | 8,523 | 8,457 | 8,585 | ||||||||||||||||||||||||
Focus Financial Partners, LLC (7) |
|
875 Third Avenue, New York, New York, 10022 |
|
SF + 2.75% | 6.91 | % | 9/15/2031 | 17,912 | 17,844 | 17,936 | ||||||||||||||||||||||||
151
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Grant Thornton Advisors Holdings LLC (7) |
|
171 N Clark St, Suite 200, Chicago, IL 60601 |
|
SF + 2.50% | 6.66 | % | 6/2/2031 | 15,128 | 15,128 | 15,056 | ||||||||||||||||||||||||
Harp Finco LTD (4)(5)(7) |
|
One College Square South, Anchor Road, BS1 5HL, United Kingdom |
|
SN + 5.50% | 9.47 | % | 3/27/2032 | GBP 113,774 | 144,607 | 150,597 | ||||||||||||||||||||||||
Jump Financial LLC (7) |
|
600 W Chicago Ave, Chicago, IL 60654 |
|
SF + 3.50% | 7.50 | % | 2/26/2032 | 3,896 | 3,885 | 3,928 | ||||||||||||||||||||||||
June Purchaser LLC (7) |
|
1717 Arch Street, Philadelphia, PA 19103 |
|
SF + 2.75% | 6.75 | % | 11/28/2031 | 9,666 | 9,631 | 9,706 | ||||||||||||||||||||||||
June Purchaser LLC (6)(7) |
|
1717 Arch Street, Philadelphia, PA 19103 |
|
11/28/2031 | 1,619 | (9 | ) | 7 | ||||||||||||||||||||||||||
Madonna Bidco Ltd (4)(5)(7) |
|
Focus House, Ham Road, Shoreham-By- Sea, BN43 6PA, United Kingdom |
|
SN + 5.25% | 9.29 | % | 10/25/2031 | GBP 51,131 | 65,127 | 69,422 | ||||||||||||||||||||||||
Madonna Bidco Ltd (4)(5)(6)(7) |
|
Focus House, Ham Road, Shoreham-By- Sea, BN43 6PA, United Kingdom |
|
SN + 5.25% | 9.29 | % | 10/25/2031 | GBP 10,435 | 445 | 856 | ||||||||||||||||||||||||
MAI Capital Management Intermediate LLC (4)(9) |
|
6050 Oak Tree Blvd., Suite 500, Cleveland, Ohio 44131 |
|
SF + 4.75% | 8.75 | % | 8/29/2031 | 27,600 | 27,367 | 27,542 | ||||||||||||||||||||||||
MAI Capital Management Intermediate LLC (4)(6)(9) |
|
6050 Oak Tree Blvd., Suite 500, Cleveland, Ohio 44131 |
|
SF + 4.75% | 8.75 | % | 8/29/2031 | 16,300 | 8,398 | 8,510 | ||||||||||||||||||||||||
MAI Capital Management Intermediate LLC (4)(6)(9) |
|
6050 Oak Tree Blvd., Suite 500, Cleveland, Ohio 44131 |
|
8/29/2031 | 9,231 | (90 | ) | (19 | ) | |||||||||||||||||||||||||
MAI Capital Management Intermediate LLC (4)(6)(9) |
|
6050 Oak Tree Blvd., Suite 500, Cleveland, Ohio 44131 |
|
SF + 4.75% | 8.75 | % | 8/29/2031 | 6,869 | 1,178 | 1,222 | ||||||||||||||||||||||||
More Cowbell II, LLC (4)(6)(9) |
|
1676 N. California Blvd, Suite 400 Walnut Creek, CA 94596 |
|
SF + 4.25% | 8.09 | % | 9/1/2029 | 7,610 | 282 | 306 | ||||||||||||||||||||||||
More Cowbell II, LLC (4)(9) |
|
1676 N. California Blvd, Suite 400 Walnut Creek, CA 94596 |
|
SF + 4.25% | 8.02 | % | 9/1/2030 | 51,476 | 50,779 | 50,968 | ||||||||||||||||||||||||
More Cowbell II, LLC (4)(6)(9) |
|
1676 N. California Blvd, Suite 400 Walnut Creek, CA 94596 |
|
9/1/2030 | 3,575 | (45 | ) | (35 | ) | |||||||||||||||||||||||||
Orthrus Ltd (4)(5)(7) |
|
20 Fenchurch St, EC3M 3BY, London, United Kingdom |
|
SN + 6.25% (incl 2.75% PIK) |
10.23 | % | 12/5/2031 | GBP 35,038 | 44,049 | 46,670 | ||||||||||||||||||||||||
Orthrus Ltd (4)(5)(7) |
|
20 Fenchurch St, EC3M 3BY, London, United Kingdom |
|
E + 6.25% (incl 2.75% PIK) |
8.33 | % | 12/5/2031 | EUR 31,298 | 32,679 | 36,405 | ||||||||||||||||||||||||
Orthrus Ltd (4)(5)(10) |
|
20 Fenchurch St, EC3M 3BY, London, United Kingdom |
|
SF + 6.25% (incl 2.75% PIK) |
10.40 | % | 12/5/2031 | 82,691 | 81,440 | 81,930 | ||||||||||||||||||||||||
152
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Orthrus Ltd (4)(5)(6)(7) |
|
20 Fenchurch St, EC3M 3BY, London, United Kingdom |
|
12/5/2031 | GBP 7,149 | (151 | ) | (88 | ) | |||||||||||||||||||||||||
Orthrus Ltd (4)(5)(10) |
|
20 Fenchurch St, EC3M 3BY, London, United Kingdom |
|
SF + 6.25% (incl 2.75% PIK) |
10.57 | % | 12/5/2031 | 11,939 | 11,749 | 11,829 | ||||||||||||||||||||||||
Osaic Holdings Inc (7) |
|
18700 N. Hayden Rd., Ste. 255, Scottsdale, AZ 85255 |
|
SF + 3.00% | 7.16 | % | 7/30/2032 | 15,160 | 15,123 | 15,168 | ||||||||||||||||||||||||
PF Finco PTY LTD (4)(5)(10) |
|
GPO Box 3846, Sydney, New South Wales, 2001, Australia |
|
B + 6.25% | 10.07 | % | 5/30/2030 | AUD 41,852 | 26,411 | 27,299 | ||||||||||||||||||||||||
PF Finco PTY LTD (4)(5)(6)(10) |
|
GPO Box 3846, Sydney, New South Wales, 2001, Australia |
|
5/30/2030 | AUD 5,707 | (75 | ) | (52 | ) | |||||||||||||||||||||||||
Rockefeller Capital Management (4)(8) |
|
45 Rockefeller Plaza, Floor 5, New York, NY 10111 |
|
SF + 4.75% | 8.75 | % | 4/4/2031 | 69,300 | 68,750 | 69,300 | ||||||||||||||||||||||||
Rockefeller Capital Management (4)(8) |
|
45 Rockefeller Plaza, Floor 5, New York, NY 10111 |
|
SF + 4.75% | 8.75 | % | 4/4/2031 | 14,925 | 14,824 | 14,925 | ||||||||||||||||||||||||
Rockefeller Capital Management (4)(6)(8) |
|
45 Rockefeller Plaza, Floor 5, New York, NY 10111 |
|
4/4/2031 | 15,000 | (73 | ) | — | ||||||||||||||||||||||||||
Travelex Issuerco 2 PLC (4)(5)(14) |
|
Worldwide House, Thorpe Wood, Peterborough, United Kingdom, PE3 6SB |
|
SN + 8.00% | 11.97 | % | 9/22/2028 | GBP 22,026 | 26,320 | 30,125 | ||||||||||||||||||||||||
Violin Finco Guernsey Limited (4)(5)(7) |
|
45 Gresham, Street London, EC2V 7BG, GB |
|
SN + 5.25% | 9.23 | % | 6/24/2031 | GBP 80,205 | 100,932 | 108,898 | ||||||||||||||||||||||||
Violin Finco Guernsey Limited (4)(5)(6)(7) |
|
45 Gresham, Street London, EC2V 7BG, GB |
|
6/24/2031 | GBP 6,211 | (72 | ) | 83 | ||||||||||||||||||||||||||
| 1,036,585 | 1,074,230 | 9.17 | % | |||||||||||||||||||||||||||||||
Life Insurance |
||||||||||||||||||||||||||||||||||
OneDigital Borrower LLC (8) |
|
200 Galleria Pkwy SE, Suite 1950, Atlanta, GA 30339 |
|
SF + 3.00% | 7.16 | % | 7/2/2031 | 14,699 | 14,644 | 14,718 | ||||||||||||||||||||||||
| 14,644 | 14,718 | 0.13 | % | |||||||||||||||||||||||||||||||
Media |
||||||||||||||||||||||||||||||||||
2080 Media, Inc. (4)(9) |
|
2990 Brandywine Rd, Suite 300, Atlanta, GA 30341 |
|
SF + 4.75% | 8.91 | % | 3/14/2029 | 53,555 | 53,003 | 53,785 | ||||||||||||||||||||||||
2080 Media, Inc. (4)(6)(9) |
|
2990 Brandywine Rd, Suite 300, Atlanta, GA 30341 |
|
SF + 4.75% | 8.91 | % | 3/14/2028 | 13,795 | 4,617 | 4,730 | ||||||||||||||||||||||||
2080 Media, Inc. (4)(9) |
|
2990 Brandywine Rd, Suite 300, Atlanta, GA 30341 |
|
SF + 4.75% | 8.91 | % | 3/14/2029 | 12,425 | 12,310 | 12,479 | ||||||||||||||||||||||||
2080 Media, Inc. (4)(9) |
|
2990 Brandywine Rd, Suite 300, Atlanta, GA 30341 |
|
SF + 4.75% | 8.91 | % | 3/14/2029 | 10,008 | 9,921 | 10,050 | ||||||||||||||||||||||||
2080 Media, Inc. (4)(6)(9) |
|
2990 Brandywine Rd, Suite 300, Atlanta, GA 30341 |
|
3/14/2029 | 27,282 | (258 | ) | 117 | ||||||||||||||||||||||||||
2080 Media, Inc. (4)(6)(9) |
|
2990 Brandywine Rd, Suite 300, Atlanta, GA 30341 |
|
SF + 4.75% | 9.06 | % | 3/14/2029 | 8,786 | 5,834 | 5,957 | ||||||||||||||||||||||||
153
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
AMR GP Ltd (4)(5)(7) |
|
Dadford Road, Silverstone, Northamptonshire NN12 8TJ United Kingdom |
|
10.50% (incl 5.25% PIK) |
10.50 | % | 7/10/2034 | 1,071 | 1,044 | 1,071 | ||||||||||||||||||||||||
Arc Media Holdings Limited (4)(5)(10) |
|
Unit 4 Fulwood Park, Caxton Rd, Fulwood, Preston PR2 9NZ, United Kingdom |
|
SF + 7.25% | 11.71 | % | 10/29/2027 | 39,914 | 39,493 | 39,472 | ||||||||||||||||||||||||
Arc Media Holdings Limited (4)(5)(6)(10) |
|
Unit 4 Fulwood Park, Caxton Rd, Fulwood, Preston PR2 9NZ, United Kingdom |
|
SF + 7.25% | 11.47 | % | 10/29/2027 | 2,766 | 2,309 | 2,307 | ||||||||||||||||||||||||
Aventine Intermediate LLC (4)(9) |
|
19762 MacArthur Blvd Suite 150, Irvine, CA 92612 |
|
SF + 6.00% (incl 3.50% PIK) |
10.10 | % | 6/18/2029 | 11,826 | 11,748 | 11,812 | ||||||||||||||||||||||||
Aventine Intermediate LLC (4)(9) |
|
19762 MacArthur Blvd Suite 150, Irvine, CA 92612 |
|
SF + 6.00% (incl 3.50% PIK) |
10.10 | % | 6/18/2029 | 673 | 669 | 672 | ||||||||||||||||||||||||
Endeavor Operating Co LLC (5)(7) |
|
9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210 |
|
SF + 3.00% | 7.16 | % | 3/24/2032 | 8,199 | 8,161 | 8,218 | ||||||||||||||||||||||||
Global Music Rights, LLC (4)(9) |
|
1100 Glendon Avenue Ste 2000 Los Angeles, CA, 90024 |
|
SF + 4.50% | 8.50 | % | 12/20/2031 | 439,167 | 435,265 | 438,167 | ||||||||||||||||||||||||
Global Music Rights, LLC (4)(6)(9) |
|
1100 Glendon Avenue Ste 2000 Los Angeles, CA, 90024 |
|
12/20/2031 | 46,796 | (416 | ) | (107 | ) | |||||||||||||||||||||||||
Law Business Research Inc. (4)(5)(8) |
|
330 High Holborn Holborn Gate, London, England WC1V 7QT, GB |
|
SF + 5.25% | 9.38 | % | 5/19/2031 | 46,320 | 45,316 | 46,783 | ||||||||||||||||||||||||
LOCI Bidco Limited (4)(5)(8) |
|
330 High Holborn Holborn Gate, London, England WC1V 7QT, GB |
|
SN + 5.25% | 9.24 | % | 5/19/2031 | GBP 73,522 | 91,540 | 99,824 | ||||||||||||||||||||||||
LOCI Bidco Limited (4)(5)(8) |
|
330 High Holborn Holborn Gate, London, England WC1V 7QT, GB |
|
SF + 5.25% | 9.59 | % | 5/19/2031 | 12,087 | 11,844 | 12,208 | ||||||||||||||||||||||||
Renaissance Financiere (4)(5)(7) |
|
6, rue Léo Delibes, 75116 Paris, France |
|
E + 7.00% | 9.04 | % | 7/26/2028 | EUR 34,871 | 35,729 | 34,674 | ||||||||||||||||||||||||
Wasserman Media Group, LLC (7) |
|
10900 Wilshire Boulevard, Suite 1200, Los Angeles, CA 90024 |
|
SF + 3.00% | 7.16 | % | 6/23/2032 | 4,167 | 4,147 | 4,188 | ||||||||||||||||||||||||
| 772,276 | 786,407 | 6.71 | % | |||||||||||||||||||||||||||||||
Medical Equipment and Services |
||||||||||||||||||||||||||||||||||
ABB/CON-CISE Optical Group LLC (4)(9) |
|
12301 NW 39th Street, Coral Springs, FL 33065 |
|
SF + 7.50% | 11.65 | % | 2/23/2028 | 21,259 | 21,034 | 20,341 | ||||||||||||||||||||||||
Agiliti Health, Inc. (7) |
|
6625 West 78th Street, Suite 300, 55439, Minneapolis, MN |
|
SF + 3.00% | 7.22 | % | 5/1/2030 | 5,390 | 5,119 | 5,181 | ||||||||||||||||||||||||
154
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Bamboo US BidCo LLC (4)(6)(10) |
|
400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054 |
|
SF + 5.25% | 9.41 | % | 9/30/2030 | 2,855 | 2,607 | 2,633 | ||||||||||||||||||||||||
Bamboo US BidCo LLC (4)(6)(10) |
|
400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054 |
|
9/30/2030 | 2,855 | (27 | ) | — | ||||||||||||||||||||||||||
Bamboo US BidCo LLC (4)(10) |
|
400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054 |
|
SF + 5.25% | 9.56 | % | 9/30/2030 | 82,765 | 81,055 | 82,765 | ||||||||||||||||||||||||
Bamboo US BidCo LLC (4)(6)(10) |
|
400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054 |
|
10/1/2029 | 21,254 | (424 | ) | — | ||||||||||||||||||||||||||
Bamboo US BidCo LLC (4)(10) |
|
400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054 |
|
SF + 5.25% | 9.56 | % | 9/30/2030 | 15,404 | 15,049 | 15,404 | ||||||||||||||||||||||||
Bamboo US BidCo LLC (4)(10) |
|
400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054 |
|
E + 5.25% | 7.28 | % | 9/30/2030 | EUR 62,644 | 64,900 | 73,512 | ||||||||||||||||||||||||
Bausch + Lomb Corporation (5)(7) |
|
520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4 |
|
SF + 4.00% | 8.17 | % | 9/29/2028 | 9,988 | 9,988 | 10,001 | ||||||||||||||||||||||||
Bausch + Lomb Corporation (5)(7) |
|
520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4 |
|
SF + 4.25% | 8.41 | % | 1/15/2031 | 39,861 | 39,671 | 39,936 | ||||||||||||||||||||||||
Bayou Intermediate II, LLC (4)(9) |
|
14201 Northwest 60th Ave, Miami Lakes, FL 33014 |
|
SF + 5.25% (incl 2.88% PIK) |
9.25 | % | 9/30/2032 | 148,054 | 146,575 | 146,574 | ||||||||||||||||||||||||
Bayou Intermediate II, LLC (4)(6)(9) |
|
14201 Northwest 60th Ave, Miami Lakes, FL 33014 |
|
9/30/2032 | 40,378 | (404 | ) | (404 | ) | |||||||||||||||||||||||||
Bayou Intermediate II, LLC (4)(6)(9) |
|
14201 Northwest 60th Ave, Miami Lakes, FL 33014 |
|
9/30/2032 | 25,989 | (260 | ) | (260 | ) | |||||||||||||||||||||||||
Coding Solutions Acquisition, Inc. (4)(6)(9) |
|
6509 Windcrest Drive, Suite 165, Plano, TX 75024 |
|
8/7/2031 | 6,558 | (94 | ) | 66 | ||||||||||||||||||||||||||
Coding Solutions Acquisition, Inc. (4)(6)(9) |
|
6509 Windcrest Drive, Suite 165, Plano, TX 75024 |
|
8/7/2031 | 16,674 | (209 | ) | — | ||||||||||||||||||||||||||
Coding Solutions Acquisition, Inc. (4)(9) |
|
6509 Windcrest Drive, Suite 165, Plano, TX 75024 |
|
SF + 5.00% | 9.16 | % | 8/7/2031 | 170,556 | 168,705 | 172,262 | ||||||||||||||||||||||||
Coding Solutions Acquisition, Inc. (4)(9) |
|
6509 Windcrest Drive, Suite 165, Plano, TX 75024 |
|
SF + 5.00% | 9.16 | % | 8/7/2031 | 19,166 | 18,896 | 19,357 | ||||||||||||||||||||||||
Coding Solutions Acquisition, Inc. (4)(6)(9) |
|
6509 Windcrest Drive, Suite 165, Plano, TX 75024 |
|
8/7/2031 | 25,062 | (364 | ) | 251 | ||||||||||||||||||||||||||
Femur Buyer Inc (4)(10) |
|
1365 North Cedar Street, Mason, MI 48854 |
|
SF + 8.50% | 12.74 | % | 9/18/2029 | 13,350 | 13,110 | 11,417 | ||||||||||||||||||||||||
155
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Femur Buyer Inc (4)(10) |
|
1365 North Cedar Street, Mason, MI 48854 |
|
SF + 9.25% (incl 5.00% PIK) |
13.28 | % | 3/18/2030 | 147,291 | 144,734 | 125,970 | ||||||||||||||||||||||||
Limpio Bidco GMBH (4)(5)(7) |
|
Robert-Koch-Str. 2, 22851 Norderstedt, Germany |
|
E + 5.20% | 7.22 | % | 10/31/2030 | EUR 63,783 | 66,109 | 76,346 | ||||||||||||||||||||||||
PerkinElmer U.S. LLC (4)(10) |
|
710 Bridgeport Avenue, Shelton, CT 06484 |
|
SF + 4.75% | 8.91 | % | 3/13/2029 | 110,096 | 107,801 | 110,096 | ||||||||||||||||||||||||
PerkinElmer U.S. LLC (4)(10) |
|
710 Bridgeport Avenue, Shelton, CT 06484 |
|
SF + 4.75% | 8.91 | % | 3/13/2029 | 61,495 | 60,694 | 61,495 | ||||||||||||||||||||||||
PerkinElmer U.S. LLC (4)(10) |
|
710 Bridgeport Avenue, Shelton, CT 06484 |
|
SF + 4.75% | 8.91 | % | 3/13/2029 | 66,577 | 65,825 | 66,577 | ||||||||||||||||||||||||
Plasma Buyer LLC (4)(9) |
|
5301 Virginia Way, Brentwood, TN 37027 |
|
SF + 5.75% | 9.75 | % | 5/12/2029 | 82,784 | 81,894 | 72,133 | ||||||||||||||||||||||||
Plasma Buyer LLC (4)(9) |
|
5301 Virginia Way, Brentwood, TN 37027 |
|
SF + 6.25% | 10.25 | % | 5/12/2029 | 3,124 | 3,087 | 2,732 | ||||||||||||||||||||||||
Plasma Buyer LLC (4)(6)(9) |
|
5301 Virginia Way, Brentwood, TN 37027 |
|
SF + 5.75% | 9.75 | % | 5/12/2028 | 9,458 | 9,334 | 8,421 | ||||||||||||||||||||||||
Resonetics, LLC (9) |
|
26 Whipple St, Nashua, New Hampshire 03060 |
|
SF + 2.75% | 7.06 | % | 6/18/2031 | 38,251 | 38,173 | 38,260 | ||||||||||||||||||||||||
SDC US Smilepay SPV (4)(14)(19) |
|
414 Union St., Nashville, TN 37219 |
|
P + 9.75% | 10/27/2025 | 12,256 | 4,185 | 371 | ||||||||||||||||||||||||||
Solis Mammography Buyer, Inc. (4)(9) |
|
15601 North Dallas Parkway Suite 300, Addison, Texas, 75001 |
|
SF + 5.00% | 9.00 | % | 5/29/2032 | 191,713 | 188,978 | 189,280 | ||||||||||||||||||||||||
Solis Mammography Buyer, Inc. (4)(6)(9) |
|
15601 North Dallas Parkway Suite 300, Addison, Texas, 75001 |
|
5/29/2032 | 27,720 | (406 | ) | (352 | ) | |||||||||||||||||||||||||
Solis Mammography Buyer, Inc. (4)(6)(9) |
|
15601 North Dallas Parkway Suite 300, Addison, Texas, 75001 |
|
5/29/2030 | 33,548 | (469 | ) | (385 | ) | |||||||||||||||||||||||||
Spruce Bidco II Inc (4)(6)(9) |
|
510 Lake Cook Rd, Deerfield, IL 60015 |
|
1/31/2032 | 43,899 | (596 | ) | (532 | ) | |||||||||||||||||||||||||
Spruce Bidco II Inc (4)(9) |
|
510 Lake Cook Rd, Deerfield, IL 60015 |
|
SF + 5.00% | 9.13 | % | 1/31/2032 | 164,118 | 161,891 | 162,128 | ||||||||||||||||||||||||
Spruce Bidco II Inc (4)(9) |
|
510 Lake Cook Rd, Deerfield, IL 60015 |
|
C + 5.00% | 7.68 | % | 1/31/2032 | CAD 34,913 | 23,777 | 24,770 | ||||||||||||||||||||||||
Spruce Bidco II Inc (4)(9) |
|
510 Lake Cook Rd, Deerfield, IL 60015 |
|
TN + 5.25% | 6.00 | % | 1/31/2032 | JPY 3,734,853 | 23,789 | 24,938 | ||||||||||||||||||||||||
Spruce Bidco II Inc (4)(9)(23) |
|
510 Lake Cook Rd, Deerfield, IL 60015 |
|
SF + 6.04% | 10.17 | % | 1/31/2032 | 951 | 938 | 939 | ||||||||||||||||||||||||
TecoStar Holdings Inc (4)(10) |
|
150 Presidential Way, Suite 200, Wilmington, MA 01801 |
|
SF + 8.00% | 12.33 | % | 7/6/2029 | 126,897 | 125,042 | 126,382 | ||||||||||||||||||||||||
Viant Medical Holdings, Inc. (7) |
|
2 Hampshire Street Foxborough, MA, 02035 |
|
SF + 4.00% | 8.16 | % | 10/29/2031 | 17,369 | 17,293 | 17,407 | ||||||||||||||||||||||||
156
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Vital Care Buyer, LLC (4)(9) |
|
12 Cadillac Drive, Suite 230, Brentwood, TN 37212 |
|
SF + 4.50% | 8.50 | % | 7/30/2031 | 90,262 | 89,511 | 90,262 | ||||||||||||||||||||||||
Vital Care Buyer, LLC (4)(6)(9) |
|
12 Cadillac Drive, Suite 230, Brentwood, TN 37212 |
|
7/30/2031 | 13,271 | (110 | ) | — | ||||||||||||||||||||||||||
Zeus Company LLC (4)(9) |
|
3740 Industrial Blvd, Orangeburg, South Carolina 29118 |
|
SF + 6.00% incl 3.00% PIK) |
10.00 | % | 2/28/2031 | 123,491 | 122,068 | 119,367 | ||||||||||||||||||||||||
Zeus Company LLC (4)(6)(9) |
|
3740 Industrial Blvd, Orangeburg, South Carolina 29118 |
|
SF + 5.50% | 9.50 | % | 2/28/2031 | 23,048 | 11,208 | 10,734 | ||||||||||||||||||||||||
Zeus Company LLC (4)(6)(9) |
|
3740 Industrial Blvd, Orangeburg, South Carolina 29118 |
|
2/28/2030 | 21,506 | (237 | ) | (638 | ) | |||||||||||||||||||||||||
| 1,929,440 | 1,925,737 | 16.43 | % | |||||||||||||||||||||||||||||||
Non-life Insurance |
||||||||||||||||||||||||||||||||||
Acrisure LLC (7) |
|
100 Ottawa Ave SW, Grand Rapids, Michigan 49503 |
|
SF + 3.00% | 7.16 | % | 11/6/2030 | 19,907 | 19,898 | 19,898 | ||||||||||||||||||||||||
Acrisure LLC (7) |
|
100 Ottawa Ave SW, Grand Rapids, Michigan 49503 |
|
SF + 3.25% | 7.41 | % | 6/20/2032 | 4,988 | 4,976 | 4,992 | ||||||||||||||||||||||||
Alera Group Intermediate Holdings, Inc. (8) |
|
3 Parkway North, Suite 500, Deerfield, Illinois, 60015 |
|
SF + 3.25% | 7.41 | % | 5/30/2032 | 8,000 | 7,962 | 8,039 | ||||||||||||||||||||||||
Alliant Holdings Intermediate, LLC (7) |
|
18100 Von Karman Avenue, 10th Floor, Irvine, CA 92612 |
|
SF + 2.50% | 6.67 | % | 9/19/2031 | 18,557 | 18,425 | 18,526 | ||||||||||||||||||||||||
AmWINS Group Inc (9) |
|
4725 Piedmont Row Drive, Suite 600, Charlotte, NC 28210 |
|
SF + 2.25% | 6.25 | % | 1/30/2032 | 10,142 | 10,131 | 10,149 | ||||||||||||||||||||||||
Amynta Agency Borrower Inc (7) |
|
909 3rd Avenue 33rd Floor, New York, NY 10022 |
|
SF + 2.75% | 6.91 | % | 12/29/2031 | 20,040 | 19,693 | 19,992 | ||||||||||||||||||||||||
Broadstreet Partners Group LLC (7) |
|
580 North Fourth Street, Suite 560, Columbus, OH 43215 |
|
SF + 2.75% | 6.91 | % | 6/13/2031 | 12,066 | 11,999 | 12,090 | ||||||||||||||||||||||||
CRC Insurance Group LLC (7) |
|
214 N Tryon St Charlotte, NC 28202 |
|
SF + 2.75% | 6.75 | % | 5/6/2031 | 10,049 | 10,009 | 10,064 | ||||||||||||||||||||||||
Galway Borrower LLC (4)(9) |
|
1 California Street, Suite 400, San Francisco, CA 94111 |
|
SF + 4.50% | 8.50 | % | 9/29/2028 | 132,542 | 132,227 | 132,542 | ||||||||||||||||||||||||
Galway Borrower LLC (4)(6)(9) |
|
1 California Street, Suite 400, San Francisco, CA 94111 |
|
SF + 4.50% | 8.49 | % | 9/29/2028 | 5,017 | 1,038 | 1,059 | ||||||||||||||||||||||||
Galway Borrower LLC (4)(6)(9) |
|
1 California Street, Suite 400, San Francisco, CA 94111 |
|
SF + 4.50% | 8.50 | % | 9/29/2028 | 6,380 | 996 | 1,033 | ||||||||||||||||||||||||
Global Gruppe GmbH (4)(5)(6)(7) |
|
Eupener Straße 67, 50933 Köln, Germany |
|
2/1/2030 | EUR 38,764 | (904 | ) | (900 | ) | |||||||||||||||||||||||||
Goosehead Insurance Holdings LLC (4)(5)(7) |
|
1500 Solana Blvd Ste 4500 Westlake, TX, 76262 |
|
SF + 3.00% | 7.18 | % | 1/8/2032 | 3,500 | 3,492 | 3,531 | ||||||||||||||||||||||||
157
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Higginbotham Insurance Agency Inc (4)(6)(10) |
|
500 W 13th St, Fort Worth, TX 76102 |
|
SF + 4.75% | 8.91 | % | 11/24/2028 | 14,263 | 8,054 | 8,166 | ||||||||||||||||||||||||
Higginbotham Insurance Agency Inc (4)(10) |
|
500 W 13th St, Fort Worth, TX 76102 |
|
SF + 4.50% | 8.67 | % | 11/24/2028 | 31,723 | 31,523 | 31,723 | ||||||||||||||||||||||||
HUB International Ltd (7) |
|
150 N. Riverside Plaza, 17th Floor Chicago, IL 60606 |
|
7.25% | 7.25 | % | 6/15/2030 | 10,517 | 10,517 | 10,973 | ||||||||||||||||||||||||
HUB International Ltd (7) |
|
150 N. Riverside Plaza, 17th Floor Chicago, IL 60606 |
|
SF + 2.25% | 6.58 | % | 6/20/2030 | 11,672 | 11,582 | 11,702 | ||||||||||||||||||||||||
Integrity Marketing Acquisition LLC (4)(6)(9) |
|
1445 Ross Avenue, 40th Floor, Dallas, TX 75202 |
|
8/25/2028 | 362 | (2 | ) | — | ||||||||||||||||||||||||||
Integrity Marketing Acquisition LLC (4)(6)(9) |
|
1445 Ross Avenue, 40th Floor, Dallas, TX 75202 |
|
8/25/2028 | 1,321 | (11 | ) | — | ||||||||||||||||||||||||||
Integrity Marketing Acquisition LLC (4)(9) |
|
1445 Ross Avenue, 40th Floor, Dallas, TX 75202 |
|
SF + 5.00% | 9.20 | % | 8/25/2028 | 65,850 | 65,549 | 65,850 | ||||||||||||||||||||||||
Jones Deslauriers Insurance Management Inc (5)(7) |
|
2375 Skymark Avenue, Mississauga, ON L4W 4Y6, Canada |
|
8.50% | 8.50 | % | 3/15/2030 | 14,487 | 14,472 | 15,234 | ||||||||||||||||||||||||
Koala Investment Holdings Inc (4)(9) |
|
1215 Manor Dr, Suite 208, Mechanicsburg, PA 17055 |
|
SF + 4.50% | 8.50 | % | 8/29/2032 | 118,126 | 116,960 | 116,959 | ||||||||||||||||||||||||
Koala Investment Holdings Inc (4)(6)(9) |
|
1215 Manor Dr, Suite 208, Mechanicsburg, PA 17055 |
|
8/29/2032 | 11,529 | (114 | ) | (114 | ) | |||||||||||||||||||||||||
Koala Investment Holdings Inc (4)(6)(9) |
|
1215 Manor Dr, Suite 208, Mechanicsburg, PA 17055 |
|
8/29/2032 | 22,775 | (226 | ) | (225 | ) | |||||||||||||||||||||||||
Netrisk Group Luxco 4 S.A.R.L. (4)(5)(6)(7) |
|
1138 Budapest, Szekszárdi utca 16-18., 4th floor,Hungary |
|
E + 5.25% | 7.25 | % | 2/5/2032 | EUR 4,060 | 768 | 803 | ||||||||||||||||||||||||
Netrisk Group Luxco 4 S.A.R.L. (4)(5)(7) |
|
1138 Budapest, Szekszárdi utca 16-18., 4th floor,Hungary |
|
E + 5.25% | 7.25 | % | 2/5/2032 | EUR 53,590 | 55,043 | 62,420 | ||||||||||||||||||||||||
Netrisk Group Luxco 4 S.A.R.L. (4)(5)(6)(7) |
|
1138 Budapest, Szekszárdi utca 16-18., 4th floor,Hungary |
|
2/5/2032 | EUR 9,744 | (152 | ) | (85 | ) | |||||||||||||||||||||||||
Sig Parent Holdings, LLC (4)(6)(9) |
|
530 Oak Court Drive, Suite 250, Memphis, TN 38117 |
|
8/21/2031 | 3,045 | (13 | ) | — | ||||||||||||||||||||||||||
Sig Parent Holdings, LLC (4)(9) |
|
530 Oak Court Drive, Suite 250, Memphis, TN 38117 |
|
SF + 4.75% | 8.91 | % | 8/21/2031 | 26,190 | 26,080 | 26,246 | ||||||||||||||||||||||||
158
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||||
Sig Parent Holdings, LLC (4)(6)(9) |
|
530 Oak Court Drive, Suite 250, Memphis, TN 38117 |
|
SF + 4.75% | 8.91 | % | 8/21/2031 | 15,216 | 1,055 | 1,161 | ||||||||||||||||||||||||||
Summit Acquisition Inc. (7) |
|
12651 High Bluff Drive, Suite 250, San Diego, CA 92130 |
|
SF + 3.50% | 7.66 | % | 10/16/2031 | 17,456 | 17,381 | 17,580 | ||||||||||||||||||||||||||
Trucordia Insurance Services LLC (7) |
|
2745 W 600 N, Suite 500, Lindon, UT 84042 |
|
SF + 3.25% | 7.41 | % | 6/17/2032 | 6,915 | 6,898 | 6,941 | ||||||||||||||||||||||||||
Trupanion Inc (4)(5)(9) |
|
6100 4th Ave South Suite 200, Seattle, WA 98108 |
|
SF + 5.00% | 9.15 | % | 3/25/2027 | 15,120 | 15,049 | 15,120 | ||||||||||||||||||||||||||
Trupanion Inc (4)(5)(9) |
|
6100 4th Ave South Suite 200, Seattle, WA 98108 |
|
SF + 5.00% | 9.15 | % | 3/25/2027 | 25,559 | 25,446 | 25,559 | ||||||||||||||||||||||||||
Trupanion Inc (4)(5)(6)(9) |
|
6100 4th Ave South Suite 200, Seattle, WA 98108 |
|
3/25/2027 | 6,576 | (29 | ) | — | ||||||||||||||||||||||||||||
USI Inc/NY (7) |
|
100 Summit Lake Drive, Suite 400, Valhalla, NY 10595 |
|
SF + 2.25% | 6.25 | % | 9/29/2030 | 12,775 | 12,758 | 12,773 | ||||||||||||||||||||||||||
USI Inc/NY (7) |
|
100 Summit Lake Drive, Suite 400, Valhalla, NY 10595 |
|
SF + 2.25% | 6.25 | % | 11/21/2029 | 1,909 | 1,909 | 1,909 | ||||||||||||||||||||||||||
| 660,439 | 671,710 | 5.73 | % | |||||||||||||||||||||||||||||||||
Oil, Gas and Coal |
||||||||||||||||||||||||||||||||||||
Camin Cargo Control Holdings, Inc. (4)(10) |
|
1001 Shaw Avenue, Suite 300, Pasadena, TX 77506 |
|
SF + 5.50% | 9.65 | % | 12/7/2029 | 63,438 | 62,574 | 63,311 | ||||||||||||||||||||||||||
Camin Cargo Control Holdings, Inc. (4)(6)(10) |
|
1001 Shaw Avenue, Suite 300, Pasadena, TX 77506 |
|
SF + 5.50% | 9.66 | % | 12/7/2029 | 9,674 | 2,646 | 2,811 | ||||||||||||||||||||||||||
Camin Cargo Control Holdings, Inc. (4)(6)(10) |
|
1001 Shaw Avenue, Suite 300, Pasadena, TX 77506 |
|
SF + 5.50% | 9.83 | % | 12/7/2029 | 9,702 | 7,015 | 7,128 | ||||||||||||||||||||||||||
CVR CHC LP (5)(7) |
|
2277 Plaza Dr Ste 500, Sugar Land, TX 77479 |
|
SF + 4.00% | 8.00 | % | 12/30/2027 | 3,876 | 3,851 | 3,886 | ||||||||||||||||||||||||||
| 76,086 | 77,136 | 0.66 | % | |||||||||||||||||||||||||||||||||
Personal Care, Drug and Grocery Stores |
||||||||||||||||||||||||||||||||||||
DIA Finance S.L.U. (4)(5)(9) |
|
Calle Jacinto Benavente, 2 - A 28232, Las Rozas de Madrid, Madrid Spain |
|
E + 6.75% | 8.78 | % | 12/27/2029 | EUR170,600 | 173,344 | 196,369 | ||||||||||||||||||||||||||
MRO Maryruth LLC (4)(7)(21) |
|
1171 S Robertson Blvd, #148, Los Angeles, CA 90035 |
|
SF + 4.00% | 8.00 | % | 9/30/2030 | 49,000 | 48,694 | 48,694 | ||||||||||||||||||||||||||
MRO Maryruth LLC (4)(9)(21) |
|
1171 S Robertson Blvd, #148, Los Angeles, CA 90035 |
|
SF + 4.75% | 8.75 | % | 9/30/2031 | 19,000 | 18,834 | 18,834 | ||||||||||||||||||||||||||
Parfums Holding Company, Inc. (4)(10) |
|
750 E. Main Street, Stamford, CT 06902 |
|
SF + 5.25% | 9.25 | % | 6/27/2030 | 118,525 | 117,589 | 119,711 | ||||||||||||||||||||||||||
159
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||||
Parfums Holding Company, Inc. (4)(6)(10) |
|
750 E. Main Street, Stamford, CT 06902 |
|
6/27/2029 | 9,034 | (68 | ) | — | ||||||||||||||||||||||||||||
Puma Buyer LLC (4)(8) |
|
121 Bayer Road, Pittsburgh, PA 15205 |
|
SF + 4.25% | 8.25 | % | 3/29/2032 | 59,685 | 59,270 | 59,685 | ||||||||||||||||||||||||||
Puma Buyer LLC (4)(6)(12) |
|
121 Bayer Road, Pittsburgh, PA 15205 |
|
3/29/2032 | 9,853 | (68 | ) | — | ||||||||||||||||||||||||||||
Vermont Aus Pty Ltd (4)(5)(9) |
|
Quarter One, Level 2, 1 Epping Road, North Ryde, NSW 2113, Australia |
|
B + 5.75% | 9.38 | % | 3/23/2028 | AUD34,499 | 25,469 | 22,814 | ||||||||||||||||||||||||||
Vermont Aus Pty Ltd (4)(5)(9) |
|
Quarter One, Level 2, 1 Epping Road, North Ryde, NSW 2113, Australia |
|
B + 5.75% | 9.38 | % | 3/23/2028 | AUD20,792 | 14,160 | 13,750 | ||||||||||||||||||||||||||
Vital Bidco AB (4)(5)(10) |
|
Sturegatan 11, 114 36 Stockholm, Sweden |
|
SF + 4.25% | 8.41 | % | 10/29/2031 | 97,161 | 95,453 | 98,132 | ||||||||||||||||||||||||||
Vital Bidco AB (4)(5)(6)(10) |
|
Sturegatan 11, 114 36 Stockholm, Sweden |
|
10/29/2030 | 16,892 | (286 | ) | — | ||||||||||||||||||||||||||||
| 552,391 | 577,989 | 4.93 | % | |||||||||||||||||||||||||||||||||
Personal Goods |
||||||||||||||||||||||||||||||||||||
Daphne S.P.A. (4)(5)(7)(19) |
|
Via Dell’economia, 91, Vicenza, Vicenza 36100, Italy |
|
E + 6.25% | 5/23/2028 | EUR45,354 | 47,923 | 42,578 | ||||||||||||||||||||||||||||
Daphne S.P.A. (4)(5)(7)(19) |
|
Via Dell’economia, 91, Vicenza, Vicenza 36100, Italy |
|
E + 6.25% | 5/23/2028 | EUR 3,978 | 4,674 | 3,735 | ||||||||||||||||||||||||||||
S&S Holdings LLC (8) |
|
220 Remington Blvd, Bolingbrook, IL 60440 |
|
SF + 5.00% | 9.17 | % | 10/1/2031 | 11,880 | 11,723 | 11,553 | ||||||||||||||||||||||||||
Spanx, LLC (4)(9) |
|
3035 Peachtree Rd NE, Atlanta, GA 30305 |
|
SF + 5.50% | 9.76 | % | 11/20/2028 | 28,875 | 28,604 | 24,886 | ||||||||||||||||||||||||||
Spanx, LLC (4)(6)(9) |
|
3035 Peachtree Rd NE, Atlanta, GA 30305 |
|
SF + 5.25% | 9.52 | % | 11/18/2027 | 5,000 | 1,297 | 808 | ||||||||||||||||||||||||||
| 94,221 | 83,560 | 0.71 | % | |||||||||||||||||||||||||||||||||
Pharmaceuticals and Biotechnology |
||||||||||||||||||||||||||||||||||||
Advarra Holdings, Inc. (4)(10) |
|
6100 Merriweather Dr., Suite 600,Columbia, MD 21044 |
|
SF + 4.50% | 8.66 | % | 9/13/2031 | 126,600 | 126,062 | 127,866 | ||||||||||||||||||||||||||
Advarra Holdings, Inc. (4)(6)(10) |
|
6100 Merriweather Dr., Suite 600,Columbia, MD 21044 |
|
9/13/2031 | 6,020 | (28 | ) | 60 | ||||||||||||||||||||||||||||
Advarra Holdings, Inc. (4)(10) |
|
6100 Merriweather Dr., Suite 600,Columbia, MD 21044 |
|
SF + 4.50% | 8.66 | % | 9/13/2031 | 68,244 | 67,218 | 68,927 | ||||||||||||||||||||||||||
Amneal Pharmaceuticals LLC (5)(8) |
|
400 Crossing Blvd, 3rd Floor, Bridgewater, NJ 08807 |
|
SF + 3.50% | 7.66 | % | 8/1/2032 | 7,800 | 7,781 | 7,806 | ||||||||||||||||||||||||||
Atlas Borrower, LLC (4)(8) |
|
1710 N Shelby Oaks Dr, Suite 1, Memphis, TN 38134 |
|
SF + 4.50% | 8.50 | % | 9/4/2032 | 88,232 | 87,359 | 87,359 | ||||||||||||||||||||||||||
Atlas Borrower, LLC (4)(6)(8) |
|
1710 N Shelby Oaks Dr, Suite 1, Memphis, TN 38134 |
|
9/4/2032 | 15,234 | (151 | ) | (151 | ) | |||||||||||||||||||||||||||
160
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||||
Azurity Pharmaceuticals Inc (4)(10) |
|
8 Cabot Road, Suite 2000, Woburn, MA 01801 |
|
SF + 7.00% | 11.24 | % | 3/14/2030 | 232,897 | 228,748 | 229,058 | ||||||||||||||||||||||||||
Azurity Pharmaceuticals Inc (4)(6)(10) |
|
8 Cabot Road, Suite 2000, Woburn, MA 01801 |
|
SF + 7.00% | 11.01 | % | 3/14/2030 | 20,537 | 16,749 | 16,776 | ||||||||||||||||||||||||||
Cambrex Corporation (4)(9) |
|
1 Meadowlands Plaza, East Rutherford, NJ 07073 |
|
SF + 4.50% | 8.66 | % | 3/6/2032 | 110,282 | 109,270 | 109,394 | ||||||||||||||||||||||||||
Cambrex Corporation (4)(6)(9) |
|
1 Meadowlands Plaza, East Rutherford, NJ 07073 |
|
3/6/2032 | 18,341 | (168 | ) | (148 | ) | |||||||||||||||||||||||||||
Cambrex Corporation (4)(6)(9) |
|
1 Meadowlands Plaza, East Rutherford, NJ 07073 |
|
3/6/2032 | 16,460 | (158 | ) | (133 | ) | |||||||||||||||||||||||||||
Cambrex Corporation (4)(6)(9) |
|
1 Meadowlands Plaza, East Rutherford, NJ 07073 |
|
3/6/2032 | 6,121 | (61 | ) | (49 | ) | |||||||||||||||||||||||||||
Creek Parent, Inc. (4)(9) |
|
200 Crossing Boulevard, 7th Floor, Bridgewater, New Jersey 08807 |
|
SF + 5.00% | 9.14 | % | 12/18/2031 | 120,542 | 118,791 | 119,857 | ||||||||||||||||||||||||||
Creek Parent, Inc. (4)(6)(9) |
|
200 Crossing Boulevard, 7th Floor, Bridgewater, New Jersey 08807 |
|
12/18/2031 | 22,379 | (323 | ) | (127 | ) | |||||||||||||||||||||||||||
Creek Parent, Inc. (4)(9)(23) |
|
200 Crossing Boulevard, 7th Floor, Bridgewater, New Jersey 08807 |
|
SF + 6.08% | 10.22 | % | 12/18/2031 | 1,213 | 1,195 | 1,206 | ||||||||||||||||||||||||||
Dechra Finance US LLC (5)(7) |
|
7015 College Blvd, Ste 525, Overlan Park, KS 66211-1551 |
|
SF + 3.25% | 7.45 | % | 1/27/2032 | 4,146 | 4,136 | 4,160 | ||||||||||||||||||||||||||
Endo Finance Holdings Inc (8) |
|
9 Great Valley Parkway, Malvern, PA 19355 |
|
SF + 4.00% | 8.16 | % | 4/23/2031 | 8,133 | 8,063 | 8,159 | ||||||||||||||||||||||||||
Gusto Aus Bidco Pty Ltd (4)(5)(8) |
|
Level 10, 12 Help Street, Chatswood NSW 2067, Australia |
|
B + 4.75% | 8.61 | % | 11/15/2031 | AUD243,533 | 156,063 | 161,307 | ||||||||||||||||||||||||||
Gusto Aus Bidco Pty Ltd (4)(5)(6)(8) |
|
Level 10, 12 Help Street, Chatswood NSW 2067, Australia |
|
11/15/2031 | AUD 24,086 | (112 | ) | 26 | ||||||||||||||||||||||||||||
Phantom Purchaser Inc (4)(9) |
|
150 Hilton Drive, 47130, Jeffersonville, IN |
SF + 4.75% | 8.75 | % | 9/19/2031 | 100,799 | 99,848 | 99,995 | |||||||||||||||||||||||||||
Phantom Purchaser Inc (4)(6)(9) |
|
150 Hilton Drive, 47130, Jeffersonville, IN |
|
9/19/2031 | 15,545 | (146 | ) | (124 | ) | |||||||||||||||||||||||||||
Syneos Health Inc (7) |
|
1030 Sync Street, Morrisville, North Carolina, 27560 |
|
SF + 4.00% | 8.00 | % | 9/27/2030 | 14,922 | 14,845 | 14,941 | ||||||||||||||||||||||||||
WCG Intermediate Corp (10) |
|
5000 Centregreen Way, Suite 200, Cary, North Carolina 27513 |
|
SF + 3.00% | 7.16 | % | 2/25/2032 | 15,286 | 15,190 | 15,196 | ||||||||||||||||||||||||||
| 1,060,171 | 1,071,361 | 9.14 | % | |||||||||||||||||||||||||||||||||
Real Estate Investment and Services |
||||||||||||||||||||||||||||||||||||
Associations Inc. (4)(10) |
|
5401 N Central Expy, Ste 300, Dallas, TX, 75205 |
|
SF + 6.50% | 11.08 | % | 7/3/2028 | 55,135 | 55,099 | 55,687 | ||||||||||||||||||||||||||
161
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||||
Associations Inc. (4)(6)(10) |
|
5401 N Central Expy, Ste 300, Dallas, TX, 75205 |
|
SF + 6.50% | 11.08 | % | 7/3/2028 | 4,304 | 1,627 | 1,673 | ||||||||||||||||||||||||||
Associations Inc. (4)(6)(10) |
|
5401 N Central Expy, Ste 300, Dallas, TX, 75205 |
|
7/3/2028 | 3,459 | (2 | ) | — | ||||||||||||||||||||||||||||
| 56,724 | 57,360 | 0.49 | % | |||||||||||||||||||||||||||||||||
Retailers |
||||||||||||||||||||||||||||||||||||
AI Grace Aus Bidco Pty Ltd (4)(5)(9) |
|
120 Dunning Avenue Rosebery NSW 2018, Australia |
|
E + 5.25% | 7.33 | % | 12/5/2029 | EUR21,626 | 22,829 | 25,506 | ||||||||||||||||||||||||||
Belron Finance 2019 LLC (8) |
|
2400 Farmers Drive, Columbus, OH 43235 |
|
SF + 2.50% | 6.74 | % | 10/16/2031 | 14,536 | 14,498 | 14,627 | ||||||||||||||||||||||||||
BradyplusUS Holdings, LLC (4)(6)(10) |
|
7055 S Lindell Road, Las Vegas, NV 89118 |
|
SF + 5.00% | 9.31 | % | 10/31/2029 | 426 | 136 | 140 | ||||||||||||||||||||||||||
BradyplusUS Holdings, LLC (4)(10) |
|
7055 S Lindell Road, Las Vegas, NV 89118 |
|
SF + 5.00% | 9.31 | % | 10/31/2029 | 14,387 | 14,282 | 14,387 | ||||||||||||||||||||||||||
Constellation Automotive Limited (4)(5)(7) |
|
Form 2, 18 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9XA, United Kingdom |
|
E + 6.25% | 8.59 | % | 4/3/2031 | EUR18,107 | 19,694 | 21,102 | ||||||||||||||||||||||||||
Constellation Automotive Limited (4)(5)(7) |
|
Form 2, 18 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9XA, United Kingdom |
|
SN + 6.25% | 10.24 | % | 4/3/2031 | GBP43,803 | 56,523 | 58,458 | ||||||||||||||||||||||||||
Great Outdoors Group, LLC (9) |
|
2500 E Kearney, Springfield, MO 65898 |
|
SF + 3.25% | 7.41 | % | 1/23/2032 | 13,522 | 13,461 | 13,532 | ||||||||||||||||||||||||||
Johnstone Supply LLC (7) |
|
11632 NE Ainsworth Circle, Portland, OR 97220 |
|
SF + 2.50% | 6.64 | % | 6/9/2031 | 6,243 | 6,236 | 6,239 | ||||||||||||||||||||||||||
Knitwell Borrower LLC (4)(10) |
|
One Tablots Drive Hingham, MA 02043 |
|
SF + 7.75% | 12.21 | % | 7/28/2027 | 39,599 | 39,058 | 39,180 | ||||||||||||||||||||||||||
Knitwell Borrower LLC (4)(10) |
|
One Tablots Drive Hingham, MA 02043 |
|
SF + 7.75% | 12.21 | % | 7/28/2027 | 34,550 | 33,843 | 34,184 | ||||||||||||||||||||||||||
Knitwell Borrower LLC (4)(10) |
|
One Tablots Drive Hingham, MA 02043 |
|
SF + 7.75% | 12.21 | % | 7/28/2027 | 89,074 | 87,873 | 88,131 | ||||||||||||||||||||||||||
PetSmart LLC (7) |
|
19601 N 27th Ave, Phoenix, AZ 85027 |
|
SF + 4.00% | 8.14 | % | 8/18/2032 | 16,738 | 16,573 | 16,508 | ||||||||||||||||||||||||||
Staples, Inc. (8) |
|
500 Staples Drive, Framingham, MA 01702 |
|
SF + 5.75% | 10.05 | % | 9/4/2029 | 30,952 | 29,861 | 29,430 | ||||||||||||||||||||||||||
Thermostat Purchaser III Inc (9) |
|
10 Parkway North, Suite 100, Deerfield, IL 60015 |
|
SF + 4.25% | 8.25 | % | 8/31/2028 | 7,920 | 7,920 | 7,957 | ||||||||||||||||||||||||||
162
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||||
White Cap Buyer, LLC (7) |
|
6250 Brook Hollow Pkwy, Norcross, Georgia 30071 |
|
SF + 3.25% | 7.42 | % | 10/19/2029 | 16,442 | 16,381 | 16,464 | ||||||||||||||||||||||||||
| 379,168 | 385,845 | 3.29 | % | |||||||||||||||||||||||||||||||||
Software and Computer Services |
||||||||||||||||||||||||||||||||||||
Armstrong Bidco Limited (4)(5)(7) |
|
10 Oakwood Drive, Loughborough, LE11 3QF, England, United Kingdom |
|
SN + 5.25% | 9.22 | % | 6/28/2029 | GBP91,991 | 110,572 | 123,664 | ||||||||||||||||||||||||||
Armstrong Bidco Limited (4)(5)(7) |
|
10 Oakwood Drive, Loughborough, LE11 3QF, England, United Kingdom |
|
SN + 5.25% | 9.22 | % | 6/28/2029 | GBP47,995 | 56,191 | 64,520 | ||||||||||||||||||||||||||
Artifact Bidco, Inc. (4)(8) |
|
3300 Triumph Blvd, Ste. 800, Lehi, UT 84043 |
|
SF + 4.25% | 8.25 | % | 7/26/2031 | 45,788 | 45,408 | 45,788 | ||||||||||||||||||||||||||
Artifact Bidco, Inc. (4)(6)(8) |
|
3300 Triumph Blvd, Ste. 800, Lehi, UT 84043 |
|
7/26/2031 | 11,207 | (103 | ) | — | ||||||||||||||||||||||||||||
Artifact Bidco, Inc. (4)(6)(8) |
|
3300 Triumph Blvd, Ste. 800, Lehi, UT 84043 |
|
7/26/2030 | 5,443 | (44 | ) | — | ||||||||||||||||||||||||||||
Artifact Bidco, Inc. (4)(6)(8) |
|
3300 Triumph Blvd, Ste. 800, Lehi, UT 84043 |
|
7/26/2030 | 2,562 | (21 | ) | — | ||||||||||||||||||||||||||||
Artisan Bidco, Inc. (4)(10) |
|
75 Network Dr, Burlington, MA 01803 |
|
E + 7.00% | 8.94 | % | 11/7/2029 | EUR18,288 | 19,228 | 20,834 | ||||||||||||||||||||||||||
Artisan Bidco, Inc. (4)(10) |
|
75 Network Dr, Burlington, MA 01803 |
|
SF + 7.00% | 11.32 | % | 11/7/2029 | 39,300 | 38,629 | 38,179 | ||||||||||||||||||||||||||
Artisan Bidco, Inc. (4)(6)(10) |
|
75 Network Dr, Burlington, MA 01803 |
|
SF + 7.00% | 11.04 | % | 11/7/2029 | 6,000 | 3,698 | 3,629 | ||||||||||||||||||||||||||
Artisan Bidco, Inc. (4)(10) |
|
75 Network Dr, Burlington, MA 01803 |
|
SF + 7.00% | 11.32 | % | 11/7/2029 | 993 | 984 | 964 | ||||||||||||||||||||||||||
Auditboard, Inc. (4)(6)(9) |
|
12900 Park Plaza Drive, Suite 200,Cerritos, CA 90703 |
|
7/14/2031 | 30,286 | (250 | ) | — | ||||||||||||||||||||||||||||
Auditboard, Inc. (4)(9) |
|
12900 Park Plaza Drive, Suite 200,Cerritos, CA 90703 |
|
SF + 4.50% | 8.50 | % | 7/14/2031 | 159,000 | 157,688 | 159,795 | ||||||||||||||||||||||||||
Auditboard, Inc. (4)(6)(9) |
|
12900 Park Plaza Drive, Suite 200,Cerritos, CA 90703 |
|
7/14/2031 | 75,714 | (691 | ) | 379 | ||||||||||||||||||||||||||||
Aurelia Netherlands Midco 2 B.V. (4)(5)(7) |
|
Grensen 5, Oslo, Norway 0159 |
|
E + 4.75% | 6.78 | % | 5/29/2031 | EUR125,373 | 137,729 | 147,017 | ||||||||||||||||||||||||||
Avalara, Inc. (7) |
|
512 Mangum Street, Suite 100, Durham, NC 27701 |
|
SF + 3.25% | 7.25 | % | 3/26/2032 | 13,325 | 13,257 | 13,345 | ||||||||||||||||||||||||||
BMC Software Inc. (7) |
|
2103 CityWest Blvd, Houston, TX 77042 |
|
SF + 3.00% | 7.20 | % | 7/30/2031 | 2,985 | 2,953 | 2,984 | ||||||||||||||||||||||||||
Boreal Bidco (4)(5)(7) |
|
113 Boulevard De La Bataille De Stalingrad, 69100, Villeurbanne, France |
|
|
E + 7.25% (incl 5.75% PIK) |
|
9.25 | % | 3/26/2032 | EUR50,412 | 53,256 | 58,113 | ||||||||||||||||||||||||
Bottomline Technologies, Inc. (4)(6)(9) |
|
100 International Drive, Suite 200 Portsmouth, NH 03801 |
|
5/15/2028 | 385 | (2 | ) | — | ||||||||||||||||||||||||||||
163
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
Bottomline Technologies, Inc. (4)(9) |
|
100 International Drive, Suite 200 Portsmouth, NH 03801 |
SF + 4.50% | 8.50 | % | 5/13/2029 | 4,478 | 4,453 | 4,499 | |||||||||||||||||||||||||
Calabrio, Inc. (4)(10) |
|
241 North 5th Avenue, Suite 1000, Minneapolis, MN 55401 |
SF + 5.50% | 9.70 | % | 4/16/2027 | 22,034 | 22,034 | 22,034 | |||||||||||||||||||||||||
Calabrio, Inc. (4)(6)(10) |
|
241 North 5th Avenue, Suite 1000, Minneapolis, MN 55401 |
SF + 5.50% | 9.70 | % | 4/16/2027 | 2,687 | 1,152 | 1,152 | |||||||||||||||||||||||||
Calabrio, Inc. (4)(10) |
|
241 North 5th Avenue, Suite 1000, Minneapolis, MN 55401 |
SF + 5.50% | 9.70 | % | 4/16/2027 | 3,232 | 3,201 | 3,232 | |||||||||||||||||||||||||
Central Parent LLC (7) |
|
11809 Domain Dr Austin, TX 78758 |
SF + 3.25% | 7.25 | % | 7/6/2029 | 20,097 | 20,043 | 17,435 | |||||||||||||||||||||||||
Certinia Inc. (4)(10) |
|
301 Congress Avenue, Suite 800, Austin, TX 78701 |
SF + 5.25% | 9.56 | % | 8/4/2030 | 51,941 | 51,037 | 52,461 | |||||||||||||||||||||||||
Certinia Inc. (4)(6)(10) |
|
301 Congress Avenue, Suite 800, Austin, TX 78701 |
8/2/2030 | 5,449 | (109 | ) | — | |||||||||||||||||||||||||||
Cloud Software Group Inc (7) |
|
851 Cypress Creek Road, Fort Lauderdale, FL 33309 |
6.50% | 6.50 | % | 3/31/2029 | 7,740 | 7,033 | 7,816 | |||||||||||||||||||||||||
Cloud Software Group Inc (7) |
|
851 Cypress Creek Road, Fort Lauderdale, FL 33309 |
SF + 3.25% | 7.25 | % | 8/13/2032 | 14,000 | 14,000 | 14,059 | |||||||||||||||||||||||||
Cloud Software Group Inc (7) |
|
851 Cypress Creek Road, Fort Lauderdale, FL 33309 |
|
SF + 3.25% | 7.48 | % | 3/21/2031 | 4,765 | 4,765 | 4,788 | ||||||||||||||||||||||||
Coupa Holdings, LLC (4)(9) |
|
950 Tower Ln Fl 20, Foster City, CA 94404 |
|
SF + 5.25% | 9.56 | % | 2/27/2030 | 78,780 | 77,615 | 79,568 | ||||||||||||||||||||||||
Coupa Holdings, LLC (4)(6)(9) |
|
950 Tower Ln Fl 20, Foster City, CA 94404 |
|
2/27/2029 | 6,211 | (88 | ) | — | ||||||||||||||||||||||||||
Coupa Holdings, LLC (4)(6)(9) |
|
950 Tower Ln Fl 20, Foster City, CA 94404 |
|
2/27/2030 | 7,123 | (107 | ) | 71 | ||||||||||||||||||||||||||
Databricks Inc (4)(7) |
|
160 Spear Street, 15th Floor, San Francisco, CA 94105 |
|
SF + 4.50% | 8.72 | % | 1/3/2031 | 137,478 | 136,868 | 137,433 | ||||||||||||||||||||||||
Databricks Inc (4)(6)(7) |
|
160 Spear Street, 15th Floor, San Francisco, CA 94105 |
|
1/3/2031 | 30,597 | (153 | ) | (10 | ) | |||||||||||||||||||||||||
Delta Topco, Inc. (7) |
|
3111 Coronado Drive, Santa Clara, CA 95054 |
|
SF + 2.75% | 7.02 | % | 11/30/2029 | 19,052 | 19,002 | 18,870 | ||||||||||||||||||||||||
DigiCert Inc (4)(9) |
|
2801 N Thanksgiving Way, Suite 500, Lehi, UT 84043 |
|
SF + 5.75% | 9.91 | % | 7/30/2030 | 360,814 | 355,588 | 357,222 | ||||||||||||||||||||||||
DigiCert Inc (4)(9)(23) |
|
2801 N Thanksgiving Way, Suite 500, Lehi, UT 84043 |
|
SF + 6.40% | 10.56 | % | 7/30/2030 | 2,000 | 1,971 | 1,971 | ||||||||||||||||||||||||
DigiCert Inc (4)(6)(9) |
|
2801 N Thanksgiving Way, Suite 500, Lehi, UT 84043 |
|
7/30/2030 | 38,437 | (557 | ) | (383 | ) | |||||||||||||||||||||||||
EasyPark Strategy AB (4)(5)(8) |
|
Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden |
|
SF + 4.75% | 8.92 | % | 12/19/2030 | 45,577 | 44,980 | 45,245 | ||||||||||||||||||||||||
164
Company (1) |
Address |
Reference Rate and Spread (2) |
Interest Rate (2) |
Maturity Date |
% of Class Held at 9/30/2025 |
Par Amount/Units |
Amortized Cost (3) |
Fair Value |
Percentage of Net Assets |
|||||||||||||||||||||||||
EasyPark Strategy AB (4)(5)(8) |
|
Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden |
|
N + 4.75% | 9.15 | % | 12/19/2030 | NOK234,246 | 20,222 | 23,286 | ||||||||||||||||||||||||
EasyPark Strategy AB (4)(5)(8) |
|
Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden |
|
E + 4.75% | 6.79 | % | 12/19/2030 | EUR74,735 | 76,536 | 87,088 | ||||||||||||||||||||||||
EasyPark Strategy AB (4)(5)(8) |
|
Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden |
|
SN + 5.00% (incl 2.25% PIK) | 8.98 | % | 12/19/2031 | GBP29,019 | 35,669 | 38,737 | ||||||||||||||||||||||||
EasyPark Strategy AB (4)(5)(8) |
|
Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden |
|
E + 4.75% | 6.85 | % | 12/19/2030 | EUR8,569 | 9,880 | 9,985 | ||||||||||||||||||||||||
Einstein Parent Inc (4)(9) |
|
500 108th Ave NE, #200, Bellevue, WA 98004 |
|
SF + 6.50% | 10.83 | % | 1/22/2031 | 94,062 | 92,397 | 92,760 | ||||||||||||||||||||||||
Einstein Parent Inc (4)(6)(9) |
|
500 108th Ave NE, #200, Bellevue, WA 98004 |
|
1/22/2031 | 9,745 | (172 | ) | (135 | ) | |||||||||||||||||||||||||
Elements Finco Limited (4)(5)(7) |
|
470 London Road, Slough, Berkshire SL3 8QY, United Kingdom |
|
SN + 5.50% (incl 2.50% PIK) | 9.47 | % | 4/29/2031 | GBP33,930 | 42,328 | 45,612 | ||||||||||||||||||||||||
Elements Finco Limited (4)(5)(7) |
|
470 London Road, Slough, Berkshire SL3 8QY, United Kingdom |
|
SF + 5.25% (incl 2.25% PIK) | 9.41 | % | 4/29/2031 | 10,603 | 10,520 | 10,603 | ||||||||||||||||||||||||
Elements Finco Limited (4)(5)(7) |
|
470 London Road, Slough, Berkshire SL3 8QY, United Kingdom |
||||||||||||||||||||||||||||||||