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Settlement Date 3/21/2023 - 32022-12-310001838126Goldman Sachs Bank USA, Settlement Date 6/21/2023 - 22022-12-310001838126Goldman Sachs Bank USA, Settlement Date 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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________
FORM 10-Q
_____________________________________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  __________  to __________
Commission File Number 814-01431
________________________________________________________________________________________________
HPS Corporate Lending Fund
(Exact name of Registrant as specified in its Charter)
________________________________________________________________________________________________
Delaware
87-6391045
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
40 West 57th Street, 33rd Floor
New York, NY
10019
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (212) 287-6767
________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes  ☒    No  ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyo
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  
The Registrant’s Common Shares, $0.01 par value per share, outstanding as of May 8, 2023 was 0, 37,063,002, 19,854,598 and 97,670,817 of Class S, Class I, Class D, and Class F common shares, respectively. Common shares outstanding exclude May 1, 2023 subscriptions since the issuance price is not yet finalized at the date of this filing.


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about HPS Corporate Lending Fund (together, with its consolidated subsidiaries, the “Company”, “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
our future operating results;
our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of inflation, increases in borrowing costs and a potential global recession;
the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflict between Russia and Ukraine;
the impact of the investments that we expect to make;
our ability to raise sufficient capital to execute our investment strategy;
our current and expected financing arrangements and investments;
the adequacy of our cash resources, financing sources and working capital;
changes in the general interest rate environment, including the decommissioning of the London InterBank Offered Rate (“LIBOR”), the current elevated interest rate environment, and uncertainty about the Federal Reserve’s targeted terminal rate;
the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;
our contractual arrangements and relationships with third parties;
actual and potential conflicts of interest with HPS Investment Partners, LLC (the “Adviser”) or any of its affiliates;
the elevated levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;
the dependence of our future success on the general economy and its effect on the industries in which we may invest;
the availability of credit and/or our ability to access the capital markets;
our use of financial leverage;
the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;
the ability of the Adviser or its affiliates to attract and retain highly talented professionals;
our ability to qualify for and maintain our qualification as a regulated investment company and as a business development company (“BDC”);
the impact on our business of new or amended legislation or regulations;
currency fluctuations, particularly to the extent that we receive payments denominated in currency other than U.S. dollars;
the effect of changes to tax legislation and our tax position; and
the tax status of the enterprises in which we may invest.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the “1934 Act”).






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PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
HPS Corporate Lending Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)


March 31, 2023December 31, 2022
ASSETS(Unaudited)
Investments at fair value
Non-controlled/non-affiliated investments (amortized cost of $6,719,271 and $5,860,186 at March 31, 2023 and December 31, 2022, respectively)
$6,653,479 $5,716,521 
Cash and cash equivalents120,144 74,241 
Interest receivable62,560 51,778 
Deferred financing costs26,144 20,187 
Deferred offering costs1,231 310 
Derivative assets, at fair value (Note 6)7,489 991 
Receivable for investments sold16,513 8,591 
Other assets271 410 
Total assets$6,887,831 $5,873,029 
LIABILITIES
Debt (net of unamortized debt issuance costs of $6,922 and $3,572 at March 31, 2023 and December 31, 2022, respectively)
$3,001,030 $2,342,067 
Payable for investments purchased46,560  
Interest payable35,593 17,440 
Derivative liabilities, at fair value (Note 6)4,641 2,136 
Due to affiliates9,845 5,250 
Distribution payable (Note 9)29,860 39,090 
Payable for share repurchases (Note 9)25,769 9,814 
Management fees payable (Note 3)11,188  
Income based incentive fees payable (Note 3)14,248  
Shareholder servicing fee payable1,106 1,032 
Accrued expenses and other liabilities12,101 928 
Total liabilities3,191,941 2,417,757 
Commitments and contingencies (Note 8)
NET ASSETS
Common Shares, $0.01 par value (151,467,608 and 144,699,650 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively)
1,515 1,447 
Additional paid in capital3,738,603 3,574,281 
Distributable earnings (loss)(44,228)(120,456)
Total net assets3,695,890 3,455,272 
Total liabilities and net assets$6,887,831 $5,873,029 
The accompanying notes are an integral part of these consolidated financial statements.
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HPS Corporate Lending Fund
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
March 31, 2023December 31, 2022
NET ASSET VALUE PER SHARE(Unaudited)
Class I Shares:
Net assets$894,448 $838,207 
Common Shares outstanding ($0.01 par value, unlimited shares authorized)
36,656,322 35,101,879 
Net asset value per share$24.40 $23.88 
Class D Shares:
Net assets$462,874 $418,798 
Common Shares outstanding ($0.01 par value, unlimited shares authorized)
18,969,647 17,538,259 
Net asset value per share$24.40 $23.88 
Class F Shares:
Net assets$2,338,568 $2,198,267 
Common Shares outstanding ($0.01 par value, unlimited shares authorized)
95,841,639 92,059,512 
Net asset value per share$24.40 $23.88 



The accompanying notes are an integral part of these consolidated financial statements.

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HPS Corporate Lending Fund
Consolidated Statements of Operations
(in thousands)
(Unaudited)

Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income$173,642 $17,438 
Payment-in-kind interest income4,730 617 
Other income404 114 
Total investment income178,776 18,169 
Expenses:
Interest expense49,963 5,750 
Management fees11,188 1,425 
Income based incentive fee14,248 1,016 
Distribution and shareholder servicing fees
Class D275 31 
Class F2,835 331 
Professional fees919 412 
Board of Trustees’ fees141 138 
Administrative service expenses (Note 3)573 214 
Other general & administrative1,651 551 
Amortization of continuous offering costs365 353 
Total expenses82,158 10,221 
Expense support (Note 3) (2,827)
Reimbursable expenses previously borne by Adviser (Note 3) 1,196 
Distribution and shareholder servicing fees waived (Note 3) (362)
Management fees waived (Note 3) (1,425)
Incentive fees waived (Note 3) (1,016)
Net expenses82,158 5,787 
Net investment income before excise tax96,618 12,382 
Excise tax expense(5) 
Net investment income after excise tax96,623 12,382 
Net realized and change in unrealized gain (loss):
Realized gain (loss):
Non-controlled/non-affiliated investments(10,731)17 
Foreign currency forward contracts(529) 
Foreign currency transactions(169)284 
Net realized gain (loss)(11,429)301 
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments77,873 (3,156)
Foreign currency forward contracts(2,505)18 
Translation of assets and liabilities in foreign currencies(1,533)86 
Net change in unrealized appreciation (depreciation)73,835 (3,052)
Net realized and change in unrealized gain (loss)62,406 (2,751)
Net increase (decrease) in net assets resulting from operations$159,029 $9,631 

The accompanying notes are an integral part of these consolidated financial statements.

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HPS Corporate Lending Fund
Consolidated Statements of Changes in Net Assets
(in thousands)
(Unaudited)

Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Increase (decrease) in net assets from operations:
Net investment income$96,623 $12,382 
Net realized gain (loss)(11,429)301 
Net change in unrealized appreciation (depreciation)73,835 (3,052)
Net increase (decrease) in net assets resulting from operations159,029 9,631 
Distributions to common shareholders:
Class I(20,939)(2,530)
Class D(10,276)(860)
Class F(51,585)(4,710)
Net decrease in net assets resulting from distributions(82,800)(8,100)
Share transactions:
Class I:
Proceeds from shares sold21,893 268,044 
Share transfers between classes16,465  
Distributions reinvested8,526 751 
Repurchased shares, net of early repurchase deduction(9,192) 
Net increase (decrease) from share transactions37,692 268,795 
Class D:
Proceeds from shares sold30,400 117,825 
Share transfers between classes  
Distributions reinvested4,406 54 
Repurchased shares, net of early repurchase deduction8  
Net increase (decrease) from share transactions34,814 117,879 
Class F:
Proceeds from shares sold100,409 524,684 
Share transfers between classes(16,465) 
Distributions reinvested24,524 694 
Repurchased shares, net of early repurchase deduction(16,585) 
Net increase (decrease) from share transactions91,883 525,378 
Total increase (decrease) in net assets240,618 913,583 
Net assets, beginning of period3,455,272 3 
Net assets, end of period$3,695,890 $913,586 

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents
HPS Corporate Lending Fund
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations$159,029 $9,631 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in unrealized (appreciation) depreciation on investments(77,873)3,156 
Net realized (gain) loss on investments10,731 (17)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts2,505 (18)
Net change in unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies1,633  
Net accretion of discount and amortization of premium, net(8,903)(817)
Amortization of deferred financing costs1,276 156 
Amortization of debt issuance costs295  
Amortization of offering costs365 353 
Payment-in-kind interest capitalized(4,669)(607)
Purchases of investments(965,575)(1,287,234)
Proceeds from sale of investments and principal repayments109,331 14,550 
Changes in operating assets and liabilities:
Interest receivable(10,782)(8,565)
Receivable for investments sold(7,922)(316)
Other assets139  
Payable for investments purchased46,560 168,365 
Interest payable18,153 1,169 
Due to affiliates4,595 1,778 
Management fees payable11,188  
Income based incentive fees payable14,248  
Shareholder servicing fee payable74  
Accrued expenses and other liabilities11,173 520 
Net cash provided by (used in) operating activities(684,429)(1,097,896)
Cash flows from financing activities:
Borrowings of debt1,470,143 450,624 
Repayments of debt(815,960)(215,000)
Deferred financing costs paid(7,233)(5,337)
Debt issuance costs paid(3,646) 
Deferred offering costs paid(1,286)(2,161)
Proceeds from issuance of Common Shares152,702 910,553 
Common Shares repurchased, net of early repurchase deduction(9,814) 
Subscriptions received in advance 500,310 
Distributions paid in cash(54,574)(1,268)
Net cash provided by (used in) financing activities730,332 1,637,721 
Net increase (decrease) in cash and cash equivalents45,903 539,825 
Cash and cash equivalents, beginning of period74,241 3 
Cash and cash equivalents, end of period$120,144 $539,828 
The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents
HPS Corporate Lending Fund
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)

Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Supplemental information and non-cash activities:
Interest paid during the period$31,810 $4,580 
Taxes paid during the period$819 $ 
Distribution payable$29,860 $5,332 
Share repurchases accrued but not paid$25,769 $ 
Reinvestment of distributions during the period$37,456 $1,499 
Non-cash purchases of investments$19,124 $49,940 
Non-cash sales of investments$(19,124)$(49,940)
The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Non-Controlled/Non-Affiliated Investments
First Lien Debt
Aerospace and Defense
Arcfield Acquisition Corp (4)(7)(11)3/10/2027$2,990 $(47)$(100)
Arcfield Acquisition Corp (4)(11)SF +5.75%10.62%3/10/202820,395 20,040 19,631 
Asdam Operations Pty Ltd (4)(6)(9)B +5.75%9.43%8/22/2028A$3,614 2,404 2,335 
Asdam Operations Pty Ltd (4)(6)(7)(9)8/22/2028A$5,421 (108)(123)
Asdam Operations Pty Ltd (4)(6)(9)B +5.75%9.43%8/22/2028A$41,558 27,749 26,847 
Cobham Holdings Inc. (4)(7)(11)1/10/20284,614 (132)(132)
Cobham Holdings Inc. (4)(11)SF +6.75%11.65%1/9/203037,712 36,617 36,616 
Sequa Corp (4)(7)(12)11/23/202713,676 (647)(436)
Sequa Corp (4)(12)SF +7.00%11.83%11/24/2028127,989 121,740 123,947 
207,616 208,585 5.64 %
Automobiles and Parts
Foundation Automotive Us Corp (4)(7)(12)SF +7.75%12.67%12/24/202727,518 3,900 3,098 
Foundation Automotive Corp (4)(6)(12)SF +7.75%12.91%12/24/202716,043 15,833 15,349 
Foundation Automotive Us Corp (4)(12)SF +7.75%12.91%12/24/202739,717 39,200 37,998 
Oil Changer Holding Corporation (4)(12)L +6.75%12.10%2/8/202740,908 40,571 40,070 
Oil Changer Holding Corporation (4)(12)L +6.75%12.10%2/8/20278,589 8,520 8,413 
108,024 104,928 2.84 %
Chemicals
Illuminate Buyer, LLC (8)L +3.50%8.34%6/30/202712,218 12,062 12,029 
12,062 12,029 0.33 %
Construction and Materials
Nexus Intermediate III, LLC (4)(7)(11)12/6/2027300 (4) 
Nexus Intermediate III, LLC (4)(11)SF +5.25%10.82%12/6/20271,073 1,058 1,073 
1,054 1,073 0.03 %
Consumer Services
American Academy Holdings, LLC (4)(12)L +
11.00% (incl 5.25% PIK)
15.84%1/2/202552,320 52,361 51,957 
Auctane Inc (4)(11)L +5.75%10.59%10/5/202824,750 24,750 24,333 
Club Car Wash Operating, LLC (4)(7)(12)SF +6.50%11.55%6/16/202761,770 40,026 38,950 
Club Car Wash Operating, LLC (4)(12)SF +6.50%11.55%6/16/202727,720 27,385 26,776 
Ensemble RCM LLC (8)SF +3.75%8.53%8/3/20261,995 1,987 1,995 
Express Wash Concepts (4)(7)(12)SF +6.75%11.66%4/30/202747,475 28,830 26,747 
Express Wash Concepts (4)(12)SF +6.75%11.66%4/30/202726,730 26,508 25,339 
Houghton Mifflin Harcourt Company (9)SF +5.25%10.16%4/6/202929,850 29,051 26,843 
PECF USS Intermediate Holding III Corporation (9)L +4.25%9.09%12/15/202814,825 14,749 12,560 
Polyconcept North America Holdings, Inc. (11)SF +5.50%10.31%5/12/202923,184 22,766 22,821 
Spotless Brands, LLC (4)(12)SF +6.50%11.35%7/25/202821,701 21,314 21,092 
Spotless Brands, LLC (4)(12)SF +6.50%11.31%7/25/202816,104 15,817 15,651 
Spotless Brands, LLC (4)(12)SF +6.50%11.31%7/25/2028106,134 104,206 103,154 
Spotless Brands, LLC (4)(7)(12)SF +6.50%11.39%7/25/20285,175 945 890 
Thrasio LLC (12)L +7.00%12.16%12/18/20262,920 2,910 2,577 
Trugreen Limited Partnership (11)L +4.00%8.84%11/2/20279,889 9,772 9,156 
WMB Holdings Inc (9)SF +3.25%8.16%8/31/20292,108 2,048 2,107 
Zips Car Wash, LLC (4)(12)L +7.25%12.14%3/1/202426,246 26,233 25,837 
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HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Zips Car Wash, LLC (4)(7)(12)SF +7.25%12.05%3/1/202439,679 15,062 14,847 
Zips Car Wash, LLC (4)(12)SF +7.25%12.09%3/1/2024993 988 977 
467,708 454,609 12.30 %
Electricity
IP Operating Portfolio I, LLC (4)(7)(8)7.88%12/31/202927,428 12,539 12,398 
12,539 12,398 0.34 %
Electronic and Electrical Equipment
Brightstar Escrow Corp. (8)9.75%10/15/20251,000 985 910 
985 910 0.02 %
Finance and Credit Services
PCP CW Aggregator Holdings II, L.P. (4)(6)(12)L +7.25%12.69%2/9/202718,186 17,900 17,599 
Verscend Holding Corp. (8)L +4.00%8.84%8/27/20253,970 3,954 3,971 
Yes Energy LLC (4)(7)(11)B +5.00%9.90%4/21/202810,000 2,279 2,203 
Yes Energy LLC (4)(11)B +5.00%9.90%4/21/202826,000 25,374 25,227 
49,507 49,000 1.33 %
Food Producers
Specialty Ingredients, LLC (4)(7)(11)SF +6.00%10.89%2/12/202911,279 2,898 2,587 
Specialty Ingredients, LLC (4)(11)SF +6.00%11.00%2/12/202990,481 88,820 86,351 
91,718 88,938 2.41 %
Gas, Water and Multi-utilities
Floating Infrastructure Holdings Finance LLC (4)(6)(12)SF +5.75%10.66%8/13/202744,438 43,667 43,403 
Eagle LNG Partners Jacksonville II LLC (4)(7)(14)  6/8/2024380 (12)(13)
Eagle LNG Partners Jacksonville II LLC (4)(14)SF +8.38%13.27%6/8/2024620 600 600 
44,255 43,990 1.19 %
General Industrials
BP Purchaser, LLC (4)(11)L +5.50%10.65%12/11/202827,723 27,262 26,569 
Formerra, LLC (4)(7)(12)11/1/20284,270 (132)(103)
Formerra, LLC (4)(7)(12)SF +7.25%12.14%11/1/202812,031 4,328 4,401 
Formerra, LLC (4)(12)SF +7.25%12.08%11/1/2028106,487 103,230 103,907 
Marcone Yellowstone Buyer Inc. (4)(13)SF +6.25%11.29%6/23/202812,043 11,937 11,605 
Marcone Yellowstone Buyer Inc. (4)(13)SF +6.25%11.29%6/23/202850,245 49,576 48,419 
Marcone Yellowstone Buyer Inc. (4)(13)SF +6.25%11.14%6/23/20284,429 4,391 4,268 
Marcone Yellowstone Buyer Inc. (4)(13)SF +6.25%11.29%6/23/202813,329 13,214 12,845 
TMC Buyer Inc (4)(7)(9)6/30/20284,569 (547)(343)
TMC Buyer Inc (4)(9)SF +6.00%10.86%6/30/202866,085 58,126 61,120 
271,385 272,688 7.38 %
Health Care Providers
123Dentist Inc (4)(6)(7)(11)8/10/2029C$9,636 (138)(185)
123Dentist Inc (4)(6)(11)C +5.50%10.42%8/10/2029C$48,061 36,912 34,628 
Accelerated Health Systems, LLC (9)SF +4.25%9.30%2/15/20298,012 7,992 5,915 
ATI Holdings Acquisition, Inc. (4)(6)(12)SF +
7.75% (incl 2.00% PIK)
12.64%2/24/202840,675 39,992 36,515 
Baart Programs, Inc. (4)(12)L +5.00%10.16%6/11/202710,206 10,125 9,728 
Charlotte Buyer Inc (9)SF +5.25%10.10%2/11/202829,062 27,212 27,846 
ERC Topco Holdings, LLC (4)(7)(11)L +5.50%10.36%11/10/20271,000 385 334 
ERC Topco Holdings, LLC (4)(11)L +5.50%10.66%11/10/202825,424 25,008 23,485 
MB2 Dental Solutions, LLC (4)(12)SF +6.00%10.91%1/29/20279,097 8,939 8,869 
MB2 Dental Solutions, LLC (4)(7)(12)SF +6.00%10.91%1/29/202787,247 60,500 59,785 
MB2 Dental Solutions, LLC (4)(12)SF +6.00%10.91%1/29/202725,228 24,792 24,597 
Medline Borrower, LP (9)L +3.25%8.09%10/23/202819,798 19,608 19,329 
MPH Acquisition Holdings LLC (9)L +4.25%9.20%9/1/20284,621 4,511 3,971 
Pediatric Associates Holding Company, LLC (7)(9)L +3.25%8.09%12/29/20281,027 868 852 
Pediatric Associates Holding Company, LLC (9)L +3.25%8.09%12/29/20286,749 6,723 6,616 
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Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Phoenix Newco Inc (9)L +3.25%8.09%11/15/202817,701 17,589 17,528 
Pinnacle Fertility, Inc. (4)(7)(11)SF +5.50%10.55%3/14/202812,453 9,122 9,088 
Pinnacle Fertility, Inc. (4)(11)SF +5.50%10.55%3/14/202827,225 26,769 26,699 
PPV Intermediate Holdings, LLC (4)(7)(11)8/31/20294,770 (11)(124)
PPV Intermediate Holdings, LLC (4)(11)SF +5.75%10.88%8/31/2029111,286 109,344 108,391 
PPV Intermediate Holdings, LLC (4)(7)(11)8/31/20298,721 (22)(227)
PTSH Intermediate Holdings, LLC (4)(7)(11)12/17/20273,953 (68)(217)
PTSH Intermediate Holdings, LLC (4)(11)L +5.75%10.91%12/17/202720,837 20,500 19,693 
Tenet Healthcare Corp (6)(8)5.13%11/1/20272,695 2,729 2,590 
Tivity Health Inc (4)(11)SF +6.00%10.90%6/28/2029111,997 109,499 107,599 
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(7)(11)SF +5.00%9.65%7/17/202877,157 43,859 41,547 
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(11)SF +5.50%10.16%7/17/202843,618 42,824 41,535 
WCAS XIII Primary Care Investors, L.P. (4)(12)SF +6.25%11.06%12/31/2029135,630 133,036 133,007 
788,599 769,394 20.82 %
Household Goods and Home Construction
LHS Borrower, LLC (9)SF +4.75%9.56%2/16/202919,413 19,248 15,880 
Sunset Debt Merger Sub, Inc. (11)L +4.00%8.75%10/6/2028713 599 602 
19,847 16,482 0.45 %
Industrial Engineering
Brookfield WEC Holdings Inc. (9)SF +3.75%8.56%8/1/20253,985 3,940 3,984 
Radwell Parent, LLC (4)(7)(11)SF +6.75%11.56%4/3/202813,271 1,396 1,512 
Radwell Parent, LLC (4)(11)SF +6.75%11.65%4/2/2029154,989 150,602 152,117 
Roper Industrial Products Investment Co (9)SF +4.50%9.40%11/22/202918,180 17,552 18,069 
Standard Industries, Inc. (9)SF +2.25%7.12%9/22/20281,279 1,280 1,275 
Time Manufacturing Holdings, LLC (4)(11)E +6.50%9.20%12/1/20274,770 4,934 4,888 
Time Manufacturing Holdings, LLC (4)(7)(11)L +6.50%11.45%12/1/20271,000 537 505 
Time Manufacturing Holdings, LLC (4)(11)L +6.50%11.45%12/1/202712,112 11,901 11,506 
Time Manufacturing Holdings, LLC (4)(11)E +6.50%9.20%12/1/20278,401 9,331 8,609 
TK Elevator U.S. Newco, Inc. (6)(9)L +3.50%8.60%7/30/202712,668 12,510 12,375 
213,983 214,840 5.81 %
Industrial Metals and Mining
BLY US Holdings Inc. (4)(6)(12)SF +7.50%12.59%9/8/20263,060 2,993 2,941 
2,993 2,941 0.08 %
Industrial Support Services
Acuris Finance US, Inc (9)SF +4.00%9.05%2/16/202813,500 13,392 13,073 
Allied Universal Holdco LLC (9)SF +3.75%8.66%5/12/20283,024 3,015 2,876 
Argos Health Holdings, Inc. (4)(11)SF +5.50%10.33%12/6/2027658 648 645 
Becklar, LLC (4)(12)SF +6.85%11.65%12/21/2026994 977 959 
Becklar, LLC (4)(12)SF +6.85%11.71%12/21/20265,769 5,668 5,568 
Captive Resources Midco LLC (4)(7)(11)7/3/20287,558 (132)(64)
Captive Resources Midco LLC (4)(11)SF +
5.75% (incl 3.13% PIK)
10.56%7/2/202989,954 88,321 89,266 
CD&R Madison UK Bidco LTD (4)(6)(7)(8)2/28/2030£9,965 (390)(401)
CD&R Madison UK Bidco LTD (4)(6)(8)SN +8.50%12.74%2/28/2030£44,717 52,015 53,332 
CD&R Madison UK Bidco LTD (4)(6)(8)E +8.00%10.70%2/28/203022,039 22,453 23,021 
Coretrust Purchasing Group LLC (4)(7)(11)10/1/202910,736 (300)(334)
Coretrust Purchasing Group LLC (4)(7)(11)10/1/202911,656 (325)(363)
Coretrust Purchasing Group LLC (4)(11)SF +6.75%11.56%10/1/202973,536 71,474 71,248 
Eagle 2021 Lower Merger Sub, LLC (4)(11)SF +5.50%10.33%12/6/2027823 810 806 
Employbridge, LLC (11)L +4.75%9.49%7/19/20289,882 9,833 8,276 
Galaxy US Opco Inc. (6)(9)SF +4.75%9.56%4/29/202926,169 25,584 23,257 
10

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Guidehouse Inc. (4)(11)L +6.25%11.16%10/16/202879,373 77,964 77,399 
IG Investments Holdings, LLC (4)(7)(11)9/22/20271,726 (21)(36)
IG Investments Holdings, LLC (4)(11)L +6.00%10.83%9/22/202822,449 22,152 21,948 
IG Investments Holdings, LLC (4)(11)L +6.00%10.83%9/22/20281,852 1,836 1,810 
Mckissock Investment Holdings, LLC (11)SF +5.00%10.26%3/4/202915,999 15,861 15,426 
NBG Acquisition Corp. (4)(7)(11)11/6/2028952 (11)(37)
NBG Acquisition Corp. (4)(7)(11)11/6/202818,760 (245)(720)
NBG Acquisition Corp. (4)(7)(11)L +5.25%10.30%11/6/20282,876 1,666 1,654 
NBG Acquisition Corp. (4)(11)L +5.25%10.08%11/6/202821,498 21,365 20,674 
Planet US Buyer LLC (4)(7)(11)2/1/20288,024 (233)(233)
Planet US Buyer LLC (4)(11)SF +6.75%11.43%2/1/203083,862 81,431 81,404 
Royal Buyer, LLC (4)(7)(11)SF +6.00%10.87%8/31/20289,000 355 472 
Royal Buyer, LLC (4)(7)(11)SF +6.00%10.70%8/31/20287,000 1,507 1,598 
Royal Buyer, LLC (4)(11)SF +6.00%10.70%8/31/202844,888 44,069 44,663 
Sedgwick Claims Management Services, Inc. (8)SF +3.75%8.56%2/24/202819,350 19,174 19,149 
Simplisafe Holding Corporation (4)(7)(11)5/2/202815,106 (259)(298)
Simplisafe Holding Corporation (4)(11)SF +6.25%10.98%5/2/2028120,247 118,183 117,873 
Southern Graphics Inc. (4)(12)(15)L +7.50%11/17/20261,000 980 853 
Southern Graphics Inc. (4)(12)(15)L +7.50%11/17/202610,227 10,009 8,724 
Spirit RR Holdings, Inc. (4)(7)(11)9/13/20281,806 (49)(54)
Spirit RR Holdings, Inc. (4)(11)SF +6.50%11.50%9/13/202821,914 21,297 21,253 
Vaco Holdings, LLC (11)SF +5.00%10.05%1/22/202912,591 12,540 12,418 
Vistage Worldwide Inc (11)SF +5.25%10.16%7/13/2029995 970 973 
743,584 738,078 19.97 %
Industrial Transportation
EquipmentShare.com Inc. (4)(9)L +7.75%12.46%11/16/20264,204 4,150 4,054 
EquipmentShare.com Inc. (4)(9)L +7.75%12.46%11/16/202616,817 16,546 16,217 
E.S.G. Movilidad, S.L.U. (4)(6)(7)(8)5/31/202911,245 (322)(540)
E.S.G. Movilidad, S.L.U. (4)(6)(8)E +6.75%9.19%5/31/20298,096 8,455 8,393 
E.S.G. Movilidad, S.L.U. (4)(6)(8)E +6.75%9.19%5/31/202922,264 23,250 23,081 
52,079 51,205 1.39 %
Investment Banking and Brokerage Services
Ascensus Holdings, Inc. (9)L +3.50%8.38%8/2/20287,920 7,846 7,712 
Eisner Advisory Group LLC (4)(11)SF +5.25%10.17%7/28/20281,515 1,496 1,517 
9,342 9,229 0.25 %
Leisure Goods
Jam City, Inc. (4)(12)L +7.00%12.16%9/7/20272,017 2,003 1,990 
2,003 1,990 0.05 %
Life Insurance
Onedigital Borrower LLC (9)SF +4.25%9.16%11/16/20275,925 5,916 5,718 
5,916 5,718 0.15 %
Media
2080 Media, Inc. (4)(7)(11)SF +6.50%11.36%3/14/202929,497 12,238 13,041 
2080 Media, Inc. (4)(7)(11)SF +6.00%10.81%3/14/202813,795 5,684 5,912 
2080 Media, Inc. (4)(11)SF +6.50%11.36%3/14/202954,904 53,943 55,453 
Ancestry.com Inc. (9)SF +3.25%8.16%12/6/202712,861 12,685 12,149 
Arc Media Holdings Limited (4)(5)(6)(7)(12)10/29/20272,766 (63)(59)
Arc Media Holdings Limited (4)(5)(6)(12)SF +7.25%12.08%10/29/202741,283 40,332 40,410 
Associations Inc. (4)(12)SF +
6.50% (incl 2.50% PIK)
11.36%7/2/2027485 481 482 
Associations Inc. (4)(12)SF +
6.50% (incl 2.50% PIK)
11.50%7/2/20271,009 1,001 1,004 
11

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Associations Inc. (4)(12)SF +
6.50% (incl 2.50% PIK)
11.59%7/2/20271,009 1,001 1,004 
Associations Inc. (4)(12)SF +
6.50% (incl 2.50% PIK)
11.48%7/2/2027610 604 606 
Associations Inc. (4)(7)(12)7/2/2027403 (3)(2)
Associations Inc. (4)(12)SF +
6.50% (incl 2.50% PIK)
11.36%7/2/20274,164 4,129 4,141 
Aventine Intermediate LLC (4)(7)(11)L +
6.00% (incl 4.00% PIK)
10.84%6/18/20271,042 947 925 
Aventine Intermediate LLC (4)(11)L +
6.00% (incl 4.00% PIK)
10.84%6/18/202718,308 18,027 17,656 
Circana Group, LP. (4)(7)(11)SF +5.75%10.45%12/1/20279,023 1,096 1,050 
Circana Group, LP. (4)(11)SF +
6.25% (incl 2.75% PIK)
10.95%12/1/2028140,843 138,297 137,339 
Circana Group, LP. (4)(11)L +5.75%10.66%12/1/20289,268 9,186 9,030 
Hyve Group PLC (4)(5)(6)(14)SN +7.75%11.99%10/20/2026£24,104 26,093 30,196 
Kobalt London Limited (4)(6)(11)SF +7.00%11.79%2/25/202713,125 12,908 12,693 
Kobalt London Limited (4)(6)(11)SF +7.00%12.00%2/25/202713,125 12,909 12,693 
Mav Acquisition Corporation (9)L +4.75%9.70%7/28/202813,834 13,711 12,963 
Oneteam Partners, LLC (4)(11)SF +5.75%10.88%9/14/202974,813 73,428 74,813 
Regency Entertainment (USA), Inc. (4)(12)L +6.75%11.44%11/22/202530,000 29,763 29,502 
Renaissance Financiere (4)(6)(7)(8)E +7.00%9.50%7/26/202834,871 24,544 25,903 
Renaissance Holding Corp. (8)L +3.25%8.09%3/15/20304,996 4,846 4,867 
Showtime Acquisition, L.L.C. (4)(7)(12)8/7/20283,657 (107)(107)
Showtime Acquisition, L.L.C. (4)(7)(12)8/7/20284,711 (138)(138)
Showtime Acquisition, L.L.C. (4)(12)SF +7.50%12.30%8/7/202863,992 62,137 62,122 
559,679 565,648 15.30 %
Medical Equipment and Services
ABB/CON-CISE Optical Group LLC (4)(7)(13)P +6.50%14.50%2/23/20282,358 2,192 2,106 
ABB/CON-CISE Optical Group LLC (4)(11)L +7.50%12.67%2/23/202822,415 21,932 21,132 
Coding Solutions Acquisition, Inc. (4)(7)(11)5/11/202822,875 (391)(749)
Coding Solutions Acquisition, Inc. (4)(7)(11)SF +5.50%10.31%5/11/202810,875 3,073 2,907 
Coding Solutions Acquisition, Inc. (4)(11)SF +5.50%10.31%5/11/202875,869 74,537 73,385 
PerkinElmer U.S. LLC (4)(12)SF +6.75%11.86%3/13/2029112,630 108,666 109,279 
Plasma Buyer LLC (4)(7)(11)5/12/202922,070 (386)(775)
Plasma Buyer LLC (4)(7)(11)5/12/20289,458 (161)(308)
Plasma Buyer LLC (4)(11)SF +5.75%10.65%5/12/202984,700 83,170 81,717 
SDC US Smilepay SPV (4)(7)(12)L +
10.75% (incl 3.75% PIK)
15.62%10/27/202576,542 37,983 37,386 
330,615 326,080 8.82 %
Non-life Insurance
Alera Group, Inc. (4)(11)SF +6.00%10.91%10/2/202821,719 21,546 20,804 
Alera Group, Inc. (4)(11)SF +6.00%10.91%10/2/202812,493 12,483 11,967 
Alera Group, Inc. (4)(11)SF +6.00%10.91%10/2/202844,061 44,027 42,205 
Alliant Holdings Intermediate, LLC (9)SF +3.50%8.35%11/5/2027495 487 491 
Alliant Holdings Intermediate, LLC (9)L +3.50%8.28%11/5/202717,802 17,631 17,646 
AmWINS Group, Inc. (11)L +2.25%7.09%2/21/20284,633 4,609 4,585 
Amynta Agency Borrower Inc. (8)SF +5.00%9.99%2/14/202820,217 19,604 19,484 
Galway Borrower LLC (4)(7)(11)9/29/2028457 (4)(19)
Galway Borrower LLC (4)(7)(11)SF +5.25%10.41%9/30/20272,216 443 391 
Galway Borrower LLC (4)(11)P +4.25%12.25%9/29/202860,973 60,470 58,462 
Higginbotham Insurance Agency, Inc. (4)(7)(11)L +5.25%10.09%11/25/202648 30 30 
Higginbotham Insurance Agency, Inc. (4)(11)L +5.25%10.09%11/25/20269,852 9,771 9,652 
HUB International Limited (11)L +3.25%8.06%4/25/202521,543 21,379 21,520 
12

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Integrity Marketing Acquisition LLC (4)(7)(11)SF +6.02%10.91%8/27/202520,852 16,704 16,566 
Integrity Marketing Acquisition LLC (4)(11)L +6.02%10.97%8/27/202557,401 56,738 56,113 
Jones Deslauriers Insurance Management Inc. (6)(8)
8.50%3/15/20307,336 7,336 7,611 
Patriot Growth Insurance Services, LLC (4)(7)(11)L +5.75%10.89%10/16/202818,286 4,010 4,025 
Patriot Growth Insurance Services, LLC (4)(7)(11)10/16/2028822 (13)(14)
Patriot Growth Insurance Services, LLC (4)(11)L +5.50%10.33%10/16/20287,242 7,121 7,119 
RSC Acquisition, Inc. (4)(7)(11)SF +5.50%10.55%10/30/202620,968 1,948 1,726 
RSC Acquisition, Inc. (4)(11)SF +5.50%10.54%10/30/202618,958 18,803 18,615 
RSC Acquisition, Inc. (4)(7)(11)SF +5.50%10.68%10/30/2026467 288 280 
RSC Acquisition, Inc. (4)(11)SF +5.50%10.33%10/30/202614,385 14,385 14,124 
Trupanion, Inc. (4)(6)(7)(11)SF +5.00%10.05%3/25/202726,193 17,135 16,655 
Trupanion, Inc. (4)(6)(7)(11)3/25/20276,576 (79)(198)
Trupanion, Inc. (4)(6)(11)SF +5.00%10.05%3/25/202720,790 20,534 20,165 
377,386 370,005 10.01 %
Personal Care, Drug and Grocery Stores
Puma Buyer LLC (4)(9)SF +5.50%10.50%7/16/202961,845 57,821 61,265 
Vermont Aus Pty Ltd (4)(6)(11)SF +5.65%10.55%3/23/202825,988 25,430 24,902 
Vermont Aus Pty Ltd (4)(6)(11)B +5.75%9.52%3/23/2028A$35,393 25,851 22,663 
109,102 108,830 2.94 %
Personal Goods
Daphne S.P.A. (4)(6)(7)(8)5/23/20287,957 (199)(324)
Daphne S.P.A. (4)(6)(8)E +6.25%8.38%5/23/202841,376 43,245 43,195 
Spanx, LLC (4)(7)(11)L +5.25%9.96%11/18/20275,000 1,388 1,275 
Spanx, LLC (4)(11)L +5.25%10.13%11/20/202829,625 29,136 28,365 
73,570 72,511 1.96 %
Pharmaceuticals and Biotechnology
Advarra Holdings, Inc. (4)(7)(11)8/24/20296,340 (102)(150)
Advarra Holdings, Inc. (4)(11)SF +5.75%10.56%8/24/202969,985 68,862 68,328 
CPI Buyer, LLC (4)(7)(11)SF +5.50%10.65%11/1/20282,803 1,325 1,307 
CPI Buyer, LLC (4)(7)(11)10/30/20262,115 (32)(26)
CPI Buyer, LLC (4)(11)SF +5.50%10.65%11/1/202825,147 24,815 24,719 
Dolcetto HoldCo S.P.A. (4)(5)(6)(7)(8)10/27/20288,400 (192)(192)
Dolcetto HoldCo S.P.A. (4)(5)(6)(8)E +6.50%9.46%10/27/202882,300 80,113 87,392 
Gusto Aus Bidco Pty Ltd (4)(6)(7)(11)10/30/2028A$11,982 (214)(42)
Gusto Aus Bidco Pty Ltd (4)(6)(11)B +6.50%10.16%10/30/2028A$118,623 73,991 78,911 
Petvet Care Centers LLC (11)L +3.50%8.34%2/14/20257,703 7,658 7,456 
256,224 267,703 7.24 %
Real Estate Investment and Services
850 Third Avenue Owner LLC (4)(9)(15)L +6.50%10/1/20244,726 4,702 4,726 
OEG Borrower LLC (4)(9)SF +5.00%9.84%5/20/202939,800 38,346 39,402 
43,048 44,128 1.19 %
Retailers
Petsmart LLC (11)SF +3.75%8.66%2/11/202810,524 10,460 10,456 
The Talbots, Inc. (4)(12)L +8.00%12.96%11/17/20267,794 7,599 7,577 
18,059 18,033 0.49 %
Software and Computer Services
Applied Systems Inc (9)L +3.00%8.16%9/19/20249,227 9,209 9,235 
Armstrong Bidco Limited (4)(6)(7)(8)SN +5.50%9.49%6/28/2029£47,995 42,022 44,917 
Armstrong Bidco Limited (4)(6)(8)SN +5.50%9.74%6/28/2029£91,991 109,565 111,506 
Avalara, Inc. (4)(7)(11)10/19/20286,324 (146)(134)
Avalara, Inc. (4)(11)SF +7.25%12.15%10/19/202856,918 55,586 55,716 
AxiomSL Group, Inc. (4)(7)(12)12/3/2027744 (7) 
13

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
AxiomSL Group, Inc. (4)(12)L +5.75%10.59%12/3/202711,329 11,329 11,329 
AxiomSL Group, Inc. (4)(7)(12)12/3/2025812   
Barracuda Networks Inc (9)SF +4.50%9.18%5/17/202921,446 20,854 20,702 
Bottomline Technologies, Inc. (4)(7)(11)5/15/2028385 (3)(9)
Bottomline Technologies, Inc. (4)(11)SF +5.50%10.26%5/14/20294,592 4,552 4,469 
Calabrio, Inc. (4)(7)(12)L +7.00%11.95%4/16/20272,687 1,536 1,501 
Calabrio, Inc. (4)(12)L +7.00%12.16%4/16/202722,313 22,313 22,025 
CCC Intelligent Solutions Inc. (9)L +2.25%7.09%9/21/202810,045 9,999 9,984 
Cloud Software Group Inc. (9)SF +4.50%9.50%3/20/202913,010 11,918 11,872 
Cloud Software Group Inc. (8)6.50%3/31/20299,610 8,120 8,486 
CommerceHub, Inc. (4)(11)SF +6.25%11.03%12/29/202764,742 60,466 60,880 
Coupa Holdings, LLC (4)(7)(11)2/27/20307,123 (176)(176)
Coupa Holdings, LLC (4)(7)(11)2/27/20296,211 (153)(153)
Coupa Holdings, LLC (4)(11)SF +7.50%12.29%2/27/203079,777 77,963 77,808 
DS Admiral Bidco, LLC (4)(7)(12)3/16/2026966 (8)(17)
DS Admiral Bidco, LLC (4)(12)SF +7.00%11.90%3/16/202839,643 38,483 38,860 
DS Admiral Bidco, LLC (4)(12)SF +6.50%11.40%3/16/20288,921 8,845 8,709 
DTI Holdco, Inc. (11)SF +4.75%9.43%4/21/202929,850 29,314 27,802 
Endure Digital, Inc. (11)L +3.50%8.22%2/10/20282,386 2,371 2,237 
Finthrive Software Intermediate Holdings Inc (9)L +4.00%8.84%12/18/202813,069 12,835 12,203 
GoTo Group Inc (8)L +4.75%9.59%8/31/20272,391 2,369 1,378 
GovCIO Buyer Company (4)(12)SF +5.50%10.31%8/18/202710,562 10,395 10,328 
Helios Software Holdings, Inc. (12)SF +3.75%8.66%3/13/202816,670 16,527 16,285 
Huskies Parent, Inc. (4)(7)(11)11/3/20281,000 (16)(62)
Huskies Parent, Inc. (4)(7)(11)L +5.50%10.66%11/3/20271,000 691 651 
Huskies Parent, Inc. (4)(11)L +5.50%10.49%11/3/202825,346 24,932 23,785 
Hyland Software, Inc. (11)L +3.50%8.34%7/1/202415,544 15,462 15,402 
LMI Inc/DE (9)L +3.75%8.59%10/2/202814,832 14,754 10,509 
Medallia, Inc. (4)(11)L +
6.50% (incl 5.67% PIK)
11.34%10/30/202874,524 74,524 71,804 
Mcafee Corp. (9)SF +3.75%8.52%3/1/20297,940 7,909 7,489 
Mitchell International, Inc. (9)L +3.75%8.50%10/16/202819,739 19,434 18,712 
New Era Technology, Inc. (4)(12)L +6.25%11.08%10/31/202619,798 19,798 19,256 
Oranje Holdco, Inc. (4)(7)(12)2/1/20294,657 (113)(113)
Oranje Holdco, Inc. (4)(12)SF +7.75%12.43%2/1/202933,837 33,024 33,014 
Peraton Inc. (11)L +3.75%8.59%2/1/20288,694 8,590 8,604 
Perforce Software, Inc. (4)(9)SF +4.50%9.31%7/1/202619,850 19,447 19,239 
Ping Identity Holding Corp. (4)(7)(11)10/17/20286,068 (142)(128)
Ping Identity Holding Corp. (4)(11)SF +7.00%11.76%10/17/202959,003 57,597 57,759 
Prism Parent Co., Inc. (4)(7)(11)9/19/202810,833 (206)(230)
Prism Parent Co., Inc. (4)(11)SF +6.00%10.69%9/19/202843,117 42,327 42,202 
Project Alpha Intermediate Holding, Inc. (8)L +4.00%8.85%4/26/20248,660 8,600 8,620 
Project Ruby Ultimate Parent Corp (11)L +3.25%8.09%3/10/202810,342 10,239 9,979 
Quail Buyer, Inc. (4)(11)L +5.25%10.18%10/1/20277,368 7,253 7,206 
Quasar Intermediate Holdings Ltd (9)SF +4.25%9.08%2/1/202913,930 13,819 11,442 
Riley Mergeco LLC (4)(7)(12)9/23/2027456 (9)(19)
Riley Mergeco LLC (4)(7)(12)9/23/2027304 (6)(12)
Riley Mergeco LLC (4)(12)L +
6.00% (incl 2.75% PIK)
10.84%9/23/20271,780 1,748 1,708 
Rocket Software, Inc. (8)L +4.25%9.09%11/28/202511,254 11,085 11,072 
Smarsh Inc. (4)(7)(11)SF +6.50%11.29%2/16/20294,286 2,070 1,970 
Smarsh Inc. (4)(7)(11)SF +6.50%11.40%2/16/20291,071 196 171 
Smarsh Inc. (4)(11)SF +6.50%11.29%2/16/202917,143 16,848 16,451 
14

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
TA TT Buyer, LLC (4)(9)SF +5.00%9.90%4/2/202914,925 14,793 14,664 
Tricentis Americas, Inc. (4)(7)(12)SF +4.25%9.25%5/13/20248,740 4,997 4,944 
Tricentis Americas, Inc. (4)(7)(12)5/13/2024499 (2)(5)
Tricentis Americas, Inc. (4)(12)SF +4.25%9.25%5/13/202415,234 15,161 15,066 
Trimech Acquisition Corp. (4)(7)(12)3/10/20283,289 (49)(50)
Trimech Acquisition Corp. (4)(12)SF +4.75%9.80%3/10/202821,493 21,219 21,169 
Trimech Acquisition Corp. (4)(12)SN +4.75%8.93%3/10/2028£36,623 44,237 44,769 
UKG Inc (8)SF +3.25%8.03%5/4/20269,141 9,086 8,922 
User Zoom Technologies, Inc. (4)(11)SF +7.00%11.60%4/5/202918,948 18,610 18,582 
Zayo Group, LLC (8)L +3.00%7.84%3/9/20273,155 3,123 2,581 
Zelis Payments Buyer, Inc. (8)L +3.50%8.34%9/30/202613,848 13,785 13,806 
Zendesk Inc (4)(7)(11)11/22/202839,321 (740)(492)
Zendesk Inc (4)(7)(11)11/22/202817,940 (338)(224)
Zendesk Inc (4)(11)SF +
7.00% (incl 3.50% PIK)
11.88%11/22/2028157,283 154,294 155,315 
1,274,109 1,263,271 34.18 %
Technology Hardware and Equipment
Altar Bidco, Inc. (9)SF +3.10%5.50%2/1/20298,937 8,871 8,533 
CC WDW Borrower, Inc. (4)(7)(12)1/27/202822,837 (589)(1,162)
CC WDW Borrower, Inc. (4)(7)(12)1/27/20285,122 (123)(261)
CC WDW Borrower, Inc. (4)(12)SF +6.75%11.58%1/27/202845,445 44,312 43,132 
Excelitas Technologies Corp. (4)(7)(11)8/13/20294,239 (77)(109)
Excelitas Technologies Corp. (4)(11)SF +5.75%10.61%8/13/202936,087 35,412 35,155 
Excelitas Technologies Corp. (4)(8)E +5.75%8.36%8/13/20295,587 5,656 5,901 
Excelitas Technologies Corp. (4)(7)(11)SF +5.75%10.61%8/14/20283,261 1,224 1,202 
TechInsights Inc (4)(6)(12)L +6.63%11.79%11/9/2027990 973 969 
TechInsights Inc (4)(6)(12)L +6.63%11.79%11/9/20272,572 2,527 2,517 
98,186 95,877 2.59 %
Telecommunications Equipment
Delta Topco, Inc. (11)L +3.75%8.66%12/1/20276,934 6,769 6,446 
Guardian US Holdco LLC (9)SF +4.00%8.68%1/24/20308,000 7,841 7,905 
14,610 14,351 0.39 %
Telecommunications Service Providers
Directv Financing, LLC (11)L +5.00%9.84%8/2/202717,750 17,417 17,123 
Dish DBS Corporation (8)5.25%12/1/20267,703 7,446 6,119 
Meriplex Communications, Ltd (4)(7)(11)SF +5.00%9.86%7/17/20284,947 1,266 1,212 
Meriplex Communications, Ltd (4)(7)(11)SF +5.00%9.86%7/17/20281,143 518 506 
Meriplex Communications, Ltd (4)(11)SF +5.00%9.86%7/17/202813,855 13,668 13,521 
Openmarket Inc. (6)(11)L +6.25%11.41%9/17/20264,925 4,835 4,833 
Radiate Holdco LLC (11)L +3.25%8.09%9/25/202614,842 14,786 12,206 
59,936 55,520 1.50 %
Travel and Leisure
AD1 LBV1, LLC (4)(10)(15)L +6.75%12/10/2024247 245 241 
AD1 LBV1, LLC (4)(10)(15)L +6.75%12/10/202418,990 18,839 18,536 
Artemis Bidco Limited (4)(6)(7)(8)SN +6.00%10.24%9/8/2028£2,437 300 37 
Artemis Bidco Limited (4)(6)(8)SN +6.00%10.24%9/8/2028£7,749 10,061 8,631 
Artemis Bidco Limited (4)(6)(8)SN +6.00%10.24%9/8/2028£4,509 5,894 5,023 
Artemis Bidco Limited (4)(6)(8)SN +6.00%10.24%9/8/2028£4,676 6,109 5,209 
Canoe Bidco Pty Limited (4)(6)(9)B +6.50%10.36%5/20/2026A$31,969 21,144 21,592 
Canoe Bidco Pty Limited (4)(6)(9)B +6.50%10.10%5/20/2026A$137,468 95,117 92,844 
Fertitta Entertainment LLC (9)SF +4.00%8.81%1/12/20294,489 4,307 4,430 
IRB Holding Corp. (11)SF +3.00%7.91%12/15/20279,975 9,701 9,824 
Travel Leaders Group, LLC (4)(14)SF +8.50%13.39%3/27/2028135,000 131,627 131,632 
15

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
303,344 297,999 8.06 %
Total First Lien Debt $6,623,067 $6,558,981 177.47 %
Second Lien Debt
Consumer Services
Asurion Corporation (8)L +5.25%10.09%1/31/2028$5,165 $5,144 $4,322 
5,144 4,322 0.12 %
Health Care Providers
Charlotte Buyer Inc (4)(9)SF +8.25%13.08%8/11/202810,000 9,351 9,362 
9,351 9,362 0.25 %
Industrial Support Services
Galaxy US Opco Inc. (4)(9)SF +8.25%13.06%4/29/20309,000 8,795 8,686 
8,795 8,686 0.24 %
Software and Computer Services
UKG Inc (9)L +5.25%10.03%5/3/202724,852 24,562 23,945 
24,562 23,945 0.65 %
Total Second Lien Debt $47,852 $46,315 1.25 %
Unsecured Debt
Automobiles and Parts
Ford Motor Credit Company LLC (6)(8)6.95%3/6/2026$2,300 $2,297 $2,340 
2,297 2,340 0.06 %
Health Care Providers
Vetcor Group Holdings LLC (4)(7)(8)
13.00% PIK
13.00%9/3/2030256 221 197 
Vetcor Group Holdings LLC (4)(8)
13.00% PIK
13.00%9/3/2030809 806 728 
1,027 925 0.03 %
Medical Equipment and Services
DCA Acquisition Holdings LLC (4)(8)
12.50% PIK
12.50%12/28/203290 88 85 
DCA Acquisition Holdings LLC (4)(8)
12.50% PIK
12.50%12/28/2032952 934 905 
1,022 990 0.03 %
Non-life Insurance
Alliant Holdings Intermediate LLC / Alliant Holdings Co-Issuer (8)6.75%10/15/20276,255 5,658 5,819 
5,658 5,819 0.16 %
Telecommunications Service Providers
CCO Holdings LLC / CCO Holdings Capital Corp (8)5.50%5/1/20267,000 7,095 6,816 
7,095 6,816 0.18 %
Total Unsecured Debt $17,099 $16,890 0.46 %
Structured Finance
Structured Finance Investments
ALM 2020 Ltd (6)(8)L +6.00%10.79%10/15/2029$3,330 $3,004 $2,966 
AMMC CLO 20 Ltd (6)(8)L +5.81%10.60%4/17/2029950 892 891 
AMMC CLO 21 Ltd (6)(8)L +3.10%7.91%11/2/20302,150 1,904 1,945 
AMMC CLO 21 Ltd (6)(8)L +6.50%11.31%11/2/20304,126 3,620 3,445 
Carlyle Global Market Strategies (6)(8)L +5.40%10.21%10/20/20271,750 1,491 1,505 
Carlyle Global Market Strategies (6)(8)L +5.40%10.21%7/27/20311,200 918 954 
Catskill Park CLO Ltd (6)(8)L +6.00%10.81%4/20/20291,350 1,214 1,151 
CENT CLO 16, L.P. (6)(8)SF +8.07%12.73%7/24/20343,000 2,812 2,740 
Dryden 108 CLO Ltd (6)(8)7/18/20352,900 2,291 2,181 
Marble Point CLO XI Ltd (6)(8)L +2.80%7.59%12/18/20301,850 1,541 1,596 
Monroe Capital MML CLO XIV LLC (6)(8)SF +10.02%14.08%10/24/20342,500 2,332 2,375 
16

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
OCP CLO 2017-14 Ltd (6)(8)SF +6.80%11.43%1/15/20331,469 1,276 1,342 
Shackleton 2019-XV CLO Ltd (6)(8)L +6.66%11.45%1/15/20323,000 2,619 2,643 
Silver Creek CLO Ltd (6)(8)L +5.62%10.43%7/20/20302,000 1,781 1,728 
Voya CLO Ltd (6)(8)L +3.55%8.81%4/17/20301,500 1,316 1,362 
29,011 28,824 0.78 %
Total Structured Finance $29,011 $28,824 0.78 %
Equity Investments
Electricity
IP Operating Portfolio I, LLC (4)2 $67 $184 
67 184  %
Real Estate Investment and Services
850 Third Avenue Owner, LLC (4)(5)528 175 125 
   175 125  %
Software and Computer Services
Picard Holdco, Inc. - Preferred Shares (4)(9)9/30/20321,000 970 1,072 
Picard Holdco, Inc. - Preferred Shares (4)(9)9/30/203230 30 33 
1,000 1,105 0.03 %
Media
Oneteam Partners, LLC - Preferred Shares (4)(5)1,000 1,000 1,055 
1,000 1,055 0.03 %
Total Equity Investments $2,242 $2,469 0.07 %
Total Investments - Non-Controlled/Non-Affiliated $6,719,271 $6,653,479 180.02 %
Total Investment Portfolio $6,719,271 $6,653,479 180.02 %
Cash and Cash Equivalents
J.P. Morgan U.S. Government Fund, Institutional Shares 92,622 $92,622 $92,622 
Cash 27,522 27,522 
Total Cash and Cash Equivalents $120,144 $120,144 3.25 %
Total Investment Portfolio, Cash and Cash Equivalents $6,839,415 $6,773,623 183.27 %
(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral under its credit facilities unless otherwise indicated.

(2) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), Prime Rate (“Prime” or “P”), Sterling Overnight Index Average ("SONIA" or "SN"), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate ("SOFR" or "SF"), Canadian Dollar Offered Rate ("CDOR" or "C") or Bank Bill Swap Rate ("BBSW" or "B") which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR, Prime, SONIA, E, SOFR, CDOR or BBSW and the current contractual interest rate in effect at March 31, 2023. Certain investments are subject to a LIBOR, Prime, or SOFR interest rate floor, or rate cap. Certain investments contain a Payment-in-Kind (“PIK”) provision.

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

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

(5) These debt investments are not pledged as collateral under the Credit Facilities and the Short Term Financing Transactions.

(6) The investment is not a qualifying asset, in whole or in part, under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2023, non-qualifying assets represented 15.7% of total assets as calculated in accordance with regulatory requirements.

17

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
(7) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments:

Investments-non-controlled/non-affiliatedCommitment TypeUnfunded CommitmentFair Value
Zendesk Inc1st Lien Senior Secured Delayed Draw Loan$39,321 $(492)
SDC US Smilepay SPV1st Lien Senior Secured Delayed Draw Loan36,267 (1,369)
United Musculoskeletal Partners Acquisition Holdings, LLC1st Lien Senior Secured Delayed Draw Loan31,925 (1,525)
MB2 Dental Solutions, LLC1st Lien Senior Secured Delayed Draw Loan25,278 (633)
Zips Car Wash, LLC1st Lien Senior Secured Delayed Draw Loan24,213 (377)
Foundation Automotive US Corp1st Lien Senior Secured Delayed Draw Loan23,229 (1,005)
Coding Solutions Acquisition, Inc.1st Lien Senior Secured Delayed Draw Loan22,875 (749)
CC WDW Borrower, Inc.1st Lien Senior Secured Delayed Draw Loan22,837 (1,162)
Plasma Buyer LLC1st Lien Senior Secured Delayed Draw Loan22,070 (775)
Club Car Wash Operating, LLC1st Lien Senior Secured Delayed Draw Loan20,717 (705)
RSC Acquisition, Inc.1st Lien Senior Secured Delayed Draw Loan18,863 (341)
NBG Acquisition Corp.1st Lien Senior Secured Delayed Draw Loan18,760 (720)
Express Wash Concepts1st Lien Senior Secured Delayed Draw Loan18,257 (950)
Zendesk Inc1st Lien Senior Secured Revolving Loan17,940 (224)
2080 Media, Inc.1st Lien Senior Secured Delayed Draw Loan16,751 168 
SimpliSafe Holding Corporation1st Lien Senior Secured Delayed Draw Loan15,106 (298)
IP Operating Portfolio I, LLC1st Lien Senior Secured Delayed Draw Loan14,320 (369)
Patriot Growth Insurance Services, LLC1st Lien Senior Secured Delayed Draw Loan13,952 (235)
Sequa Corp1st Lien Senior Secured Revolving Loan13,676 (436)
Armstrong Bidco Limited1st Lien Senior Secured Delayed Draw Loan13,260 (233)
CD&R Madison UK Bidco LTD1st Lien Senior Secured Delayed Draw Loan12,295 (401)
E.S.G. Movilidad, S.L.U.1st Lien Senior Secured Delayed Draw Loan12,198 (540)
Coretrust Purchasing Group LLC1st Lien Senior Secured Revolving Loan11,656 (363)
Radwell Parent, LLC1st Lien Senior Secured Revolving Loan11,502 (223)
Renaissance Financiere1st Lien Senior Secured Delayed Draw Loan10,843 (309)
Prism Parent Co., Inc.1st Lien Senior Secured Delayed Draw Loan10,833 (230)
Coretrust Purchasing Group LLC1st Lien Senior Secured Delayed Draw Loan10,736 (334)
Plasma Buyer LLC1st Lien Senior Secured Revolving Loan9,458 (308)
Dolcetto HoldCo S.P.A.1st Lien Senior Secured Delayed Draw Loan9,111 (192)
Trupanion, Inc.1st Lien Senior Secured Delayed Draw Loan8,750 (263)
PPV Intermediate Holdings, LLC1st Lien Senior Secured Revolving Loan8,720 (226)
Daphne S.P.A.1st Lien Senior Secured Delayed Draw Loan8,631 (324)
Royal Buyer, LLC1st Lien Senior Secured Delayed Draw Loan8,483 (43)
Specialty Ingredients, LLC1st Lien Senior Secured Revolving Loan8,177 (373)
Planet US Buyer LLC1st Lien Senior Secured Revolving Loan8,024 (233)
Gusto Aus Bidco Pty Ltd1st Lien Senior Secured Delayed Draw Loan8,012 (42)
2080 Media, Inc.1st Lien Senior Secured Revolving Loan7,883  
Circana Group, LP.1st Lien Senior Secured Revolving Loan7,760 (183)
Coding Solutions Acquisition, Inc.1st Lien Senior Secured Revolving Loan7,613 (249)
Captive Resources Midco LLC1st Lien Senior Secured Revolving Loan7,558 (64)
Yes Energy LLC1st Lien Senior Secured Delayed Draw Loan7,500 (223)
Formerra, LLC1st Lien Senior Secured Revolving Loan7,339 (178)
123Dentist Inc1st Lien Senior Secured Delayed Draw Loan7,128 (185)
Coupa Holdings, LLC1st Lien Senior Secured Delayed Draw Loan7,123 (176)
Trupanion, Inc.1st Lien Senior Secured Revolving Loan6,576 (198)
Advarra Holdings, Inc.1st Lien Senior Secured Delayed Draw Loan6,340 (150)
Avalara, Inc.1st Lien Senior Secured Revolving Loan6,324 (134)
Coupa Holdings, LLC1st Lien Senior Secured Revolving Loan6,211 (153)
Ping Identity Holding Corp.1st Lien Senior Secured Revolving Loan6,068 (128)
Royal Buyer, LLC1st Lien Senior Secured Revolving Loan5,367 (27)
18

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Investments-non-controlled/non-affiliatedCommitment TypeUnfunded CommitmentFair Value
CC WDW Borrower, Inc.1st Lien Senior Secured Revolving Loan5,122 (261)
PPV Intermediate Holdings, LLC1st Lien Senior Secured Delayed Draw Loan4,770 (124)
Showtime Acquisition, L.L.C.1st Lien Senior Secured Revolving Loan4,711 (138)
Oranje Holdco, Inc.1st Lien Senior Secured Revolving Loan4,657 (113)
Cobham Holdings Inc.1st Lien Senior Secured Revolving Loan4,614 (132)
TMC Buyer Inc1st Lien Senior Secured Delayed Draw Loan4,569 (343)
Formerra, LLC1st Lien Senior Secured Delayed Draw Loan4,270 (103)
Excelitas Technologies Corp.1st Lien Senior Secured Delayed Draw Loan4,239 (109)
Spotless Brands, LLC1st Lien Senior Secured Revolving Loan4,140 (116)
PTSH Intermediate Holdings, LLC1st Lien Senior Secured Delayed Draw Loan3,953 (217)
Integrity Marketing Acquisition LLC1st Lien Senior Secured Delayed Draw Loan3,818 (86)
Tricentis Americas, Inc.1st Lien Senior Secured Delayed Draw Loan3,701 (41)
Showtime Acquisition, L.L.C.1st Lien Senior Secured Delayed Draw Loan3,657 (107)
ASDAM Operations Pty Ltd1st Lien Senior Secured Delayed Draw Loan3,625 (123)
Meriplex Communications, LTD1st Lien Senior Secured Delayed Draw Loan3,615 (87)
Spanx, LLC1st Lien Senior Secured Revolving Loan3,533 (135)
TriMech Acquisition Corp.1st Lien Senior Secured Revolving Loan3,289 (50)
Pinnacle Fertility, Inc.1st Lien Senior Secured Delayed Draw Loan3,125 (60)
Arcfield Acquisition Corp1st Lien Senior Secured Revolving Loan2,990 (100)
Arc Media Holdings Limited1st Lien Senior Secured Revolving Loan2,766 (59)
Artemis Bidco Limited1st Lien Senior Secured Delayed Draw Loan2,677 (260)
Smarsh Inc.1st Lien Senior Secured Delayed Draw Loan2,143 (87)
CPI Buyer, LLC1st Lien Senior Secured Revolving Loan2,115 (26)
Excelitas Technologies Corp.1st Lien Senior Secured Revolving Loan1,978 (49)
Spirit RR Holdings, Inc.1st Lien Senior Secured Revolving Loan1,806 (54)
Galway Borrower LLC1st Lien Senior Secured Revolving Loan1,739 (67)
IG Investments Holdings, LLC1st Lien Senior Secured Revolving Loan1,726 (36)
CPI Buyer, LLC1st Lien Senior Secured Delayed Draw Loan1,449 (25)
Calabrio, Inc.1st Lien Senior Secured Revolving Loan1,152 (15)
NBG Acquisition Corp.1st Lien Senior Secured Revolving Loan1,111 (43)
Huskies Parent, Inc.1st Lien Senior Secured Delayed Draw Loan1,000 (62)
DS Admiral Bidco, LLC1st Lien Senior Secured Revolving Loan966 (17)
NBG Acquisition Corp.1st Lien Senior Secured Delayed Draw Loan952 (37)
Smarsh Inc.1st Lien Senior Secured Revolving Loan857 (35)
Patriot Growth Insurance Services, LLC1st Lien Senior Secured Revolving Loan822 (14)
AxiomSL Group, Inc.1st Lien Senior Secured Revolving Loan812  
AxiomSL Group, Inc.1st Lien Senior Secured Delayed Draw Loan744  
Meriplex Communications, LTD1st Lien Senior Secured Revolving Loan610 (15)
ERC Topco Holdings, LLC1st Lien Senior Secured Revolving Loan600 (40)
Tricentis Americas, Inc.1st Lien Senior Secured Revolving Loan499 (5)
Galway Borrower LLC1st Lien Senior Secured Delayed Draw Loan457 (19)
Riley MergeCo LLC1st Lien Senior Secured Delayed Draw Loan456 (19)
Time Manufacturing Holdings, LLC1st Lien Senior Secured Revolving Loan445 (22)
Associations Inc.1st Lien Senior Secured Revolving Loan403 (2)
Bottomline Technologies, Inc.1st Lien Senior Secured Revolving Loan385 (9)
Eagle LNG Partners Jacksonville II LLC1st Lien Senior Secured Delayed Draw Loan380 (13)
Riley MergeCo LLC1st Lien Senior Secured Revolving Loan304 (12)
Nexus Intermediate III, LLC1st Lien Senior Secured Delayed Draw Loan300  
Huskies Parent, Inc.1st Lien Senior Secured Revolving Loan294 (16)
RSC Acquisition, Inc.1st Lien Senior Secured Revolving Loan179 (3)
Pediatric Associates Holding Company, LLC1st Lien Senior Secured Delayed Draw Loan155 (3)
ABB/CON-CISE Optical Group LLC1st Lien Senior Secured Revolving Loan118 (7)
Aventine Intermediate LLC1st Lien Senior Secured Delayed Draw Loan80 (3)
VetCor Group Holdings LLCUnsecured Delayed Draw Loan34 (3)
19

Table of Contents
HPS Corporate Lending Fund
Consolidated Schedule of Investments
March 31, 2023
(in thousands)
(Unaudited)
Investments-non-controlled/non-affiliatedCommitment TypeUnfunded CommitmentFair Value
Higginbotham Insurance Agency, Inc.1st Lien Senior Secured Delayed Draw Loan17  
Total$792,765 $(22,404)
(8)There are no interest rate floors on these investments.
(9)The interest rate floor on these investments as of March 31, 2023 was 0.50%.
(10)The interest rate floor on these investments as of March 31, 2023 was 0.60%.
(11)The interest rate floor on these investments as of March 31, 2023 was 0.75%.
(12)The interest rate floor on these investments as of March 31, 2023 was 1.00%.
(13)The interest rate floor on these investments as of March 31, 2023 was 1.75%.
(14)The interest rate floor on these investments as of March 31, 2023 was 2.00%.
(15)Loan was on non-accrual status as of March 31, 2023.
ADDITIONAL INFORMATION
Foreign currency forward contracts:
Currency PurchasedCurrency SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
U.S. Dollars 11,669
Australian Dollars 17,518
Goldman Sachs Bank USA6/21/2023$(81)
U.S. Dollars 1,449
Australian Dollars 2,067
Goldman Sachs Bank USA9/21/202358 
U.S. Dollars 4,010
Australian Dollars 6,291
Goldman Sachs Bank USA12/21/2023(236)
U.S. Dollars 1,563
Canadian Dollars 2,024
Goldman Sachs Bank USA9/21/202362 
U.S. Dollars 93,873
Euro 87,579
Goldman Sachs Bank USA6/21/2023(1,567)
U.S. Dollars 3,819
Euro 3,809
Goldman Sachs Bank USA12/21/2023(365)
U.S. Dollars 3,071
Euro 2,838
Goldman Sachs Bank USA9/23/2024(69)
U.S. Dollars 127,495
British Pound 104,323
Goldman Sachs Bank USA6/21/2023(1,427)
U.S. Dollars 4,744
British Pound 3,918
Goldman Sachs Bank USA9/23/2024(97)
U.S. Dollars 6,868
British Pound 6,303
Goldman Sachs Bank USA10/15/2024(919)
Total$(4,641)
Interest rate swaps:
CounterpartyHedged InstrumentCompany ReceivesCompany PaysMaturity DateNotional AmountFair Market Value
Goldman Sachs Bank USANovember 2025 Notes8.37%
SOFR + 4.08%
11/14/2025$85,000 $712 
Goldman Sachs Bank USANovember 2027 Notes8.43%
SOFR + 4.42%
11/14/202777,500 1,365 
Goldman Sachs Bank USAMarch 2026 Notes8.12%
SOFR + 3.76%
3/15/2026276,000 3,400 
Goldman Sachs Bank USAMarch 2028 Notes8.18%
SOFR + 4.24%
3/15/2028124,000 2,012 
Total Interest Rate Swaps$7,489 
The accompanying notes are an integral part of these consolidated financial statements.
20

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Non-Controlled/Non-Affiliated Investments
First Lien Debt
Aerospace and Defense
Arcfield Acquisition Corp (4)(7)(11)3/10/2027$2,990 $(50)$(129)
Arcfield Acquisition Corp (4)(11)L +5.75%10.02%3/10/202820,446 20,078 19,453 
Asdam Operations Pty Ltd (4)(6)(9)B +5.75%8.86%8/22/2028A$3,614 2,401 2,348 
Asdam Operations Pty Ltd (4)(6)(7)(9)8/22/2028A$5,421 (112)(168)
Asdam Operations Pty Ltd (4)(6)(9)B +5.75%8.82%8/22/2028A$41,558 27,711 27,017 
Sequa Corp (4)(7)(12)11/23/202713,676 (684)(670)
Sequa Corp (4)(12)SF +7.00%11.32%11/24/2028128,310 121,852 122,005 
171,196 169,856 4.92 %
Automobiles and Parts
Foundation Automotive Us Corp (4)(7)(12)SF +7.75%11.88%12/24/202738,333 3,776 2,907 
Foundation Automotive Corp (4)(6)(12)SF +7.75%12.55%12/24/202716,084 15,858 15,499 
Foundation Automotive Us Corp (4)(12)SF +7.75%12.55%12/24/202739,817 39,263 38,371 
Oil Changer Holding Corporation (4)(12)L +6.75%11.47%2/8/202741,012 40,646 39,813 
Oil Changer Holding Corporation (4)(12)L +6.75%11.47%2/8/20278,611 8,535 8,359 
Power Stop LLC (9)L +4.75%9.48%1/26/202919,273 19,102 13,491 
127,180 118,440 3.43 %
Chemicals
Illuminate Buyer, LLC (8)L +3.50%7.88%6/30/20277,250 7,226 6,960 
7,226 6,960 0.20 %
Construction and Materials
Nexus Intermediate III, LLC (4)(7)(11)12/6/2027300 (4)(3)
Nexus Intermediate III, LLC (4)(11)L +5.50%10.22%12/6/20271,176 1,159 1,165 
1,155 1,162 0.03 %
Consumer Services
American Academy Holdings, LLC (4)(12)L +
11.00% (incl 6.25% PIK)
15.38%1/2/202551,704 51,744 51,087 
Asurion Corporation (8)SF +4.00%8.68%8/16/20289,975 9,497 8,925 
Asurion Corporation (8)L +3.00%7.38%11/4/20241,979 1,960 1,927 
Auctane Inc (4)(11)L +5.75%10.13%10/5/202824,813 24,813 24,124 
Club Car Wash Operating, LLC (4)(7)(12)SF +6.50%11.23%6/16/202761,873 40,059 38,434 
Club Car Wash Operating, LLC (4)(12)SF +6.50%11.23%6/16/202727,790 27,430 26,568 
Express Wash Concepts (4)(7)(12)SF +5.75%10.17%4/30/202762,968 25,128 21,671 
Express Wash Concepts (4)(12)SF +5.75%10.17%4/30/202726,798 26,554 25,090 
Houghton Mifflin Harcourt Company (9)SF +5.25%9.67%4/6/202929,925 29,090 28,550 
PECF USS Intermediate Holding III Corporation (9)L +4.25%8.63%12/15/202814,862 14,781 12,448 
Polyconcept North America Holdings, Inc. (11)SF +5.50%10.08%5/12/202923,242 22,806 21,818 
Spotless Brands, LLC (4)(12)SF +6.50%10.82%7/25/202821,782 21,372 20,935 
Spotless Brands, LLC (4)(12)SF +6.50%10.92%7/25/202816,144 15,849 15,517 
Spotless Brands, LLC (4)(12)SF +6.50%10.71%7/25/2028106,669 104,635 102,525 
Spotless Brands, LLC (4)(7)(12)7/25/20285,175 (95)(201)
Thrasio LLC (7)(12)12/18/20262,972 (11)(338)
Thrasio LLC (12)L +7.00%11.17%12/18/20262,927 2,916 2,594 
Trugreen Limited Partnership (11)L +4.00%8.38%11/2/20279,914 9,789 8,830 
WMB Holdings Inc (9)SF +3.25%7.67%8/31/20292,202 2,137 2,183 
Zips Car Wash, LLC (4)(12)L +7.25%11.67%3/1/202426,312 26,287 25,799 
Zips Car Wash, LLC (4)(7)(12)SF +7.25%11.53%3/1/202439,718 14,987 14,730 
Zips Car Wash, LLC (4)(7)(12)SF +7.25%11.67%3/1/20241,003 994 973 
472,722 454,189 13.14 %
Electricity
21

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
IP Operating Portfolio I, LLC (4)(7)(8)7.88%12/31/202927,428 8,670 8,441 
8,670 8,441 0.24 %
Electronic and Electrical Equipment
Brightstar Escrow Corp. (8)9.75%10/15/20251,000 983 922 
983 922 0.03 %
Finance and Credit Services
PCP CW Aggregator Holdings II, L.P. (4)(6)(12)L +7.25%8.35%2/9/202718,186 17,877 17,431 
Verscend Holding Corp. (8)L +4.00%8.38%8/27/20253,980 3,961 3,962 
Yes Energy LLC (4)(7)(11)B +5.00%9.37%4/21/202810,000 2,268 2,099 
Yes Energy LLC (4)(11)B +5.00%9.37%4/21/202826,000 25,342 24,956 
49,448 48,448 1.40 %
Food Producers
Specialty Ingredients, LLC (4)(7)(11)2/12/202911,279 (212)(413)
Specialty Ingredients, LLC (4)(11)SF +6.00%10.68%2/12/202990,708 88,964 87,390 
88,752 86,977 2.52 %
Gas, Water and Multi-utilities
Floating Infrastructure Holdings Finance LLC (4)(6)(12)SF +5.75%10.43%8/13/202744,719 43,883 43,242 
43,883 43,242 1.25 %
General Industrials
BP Purchaser, LLC (4)(11)L +5.50%10.24%12/11/202827,793 27,309 26,310 
Formerra, LLC (4)(7)(12)11/1/20284,270 (137)(135)
Formerra, LLC (4)(7)(12)11/1/202812,031 (380)(380)
Formerra, LLC (4)(12)SF +7.25%11.49%11/1/2028106,487 103,076 103,121 
Marcone Yellowstone Buyer Inc. (4)(13)SF +6.25%10.98%6/23/202812,107 11,989 11,536 
Marcone Yellowstone Buyer Inc. (4)(13)SF +6.25%10.98%6/23/202850,373 49,661 47,997 
Marcone Yellowstone Buyer Inc. (4)(13)SF +6.25%10.90%6/23/20284,440 4,399 4,231 
Marcone Yellowstone Buyer Inc. (4)(13)SF +6.25%10.98%6/23/202813,363 13,239 12,733 
TMC Buyer Inc (4)(7)(9)6/30/20284,569 (567)(400)
TMC Buyer Inc (4)(9)SF +6.00%9.98%6/30/202866,251 57,981 60,450 
266,570 265,463 7.68 %
Health Care Providers
123Dentist Inc (4)(6)(7)(11)8/10/2029C$9,636 (143)(268)
123Dentist Inc (4)(6)(11)C +5.75%10.36%8/10/2029C$48,182 36,973 34,207 
Accelerated Health Systems, LLC (9)SF +4.25%8.98%2/15/20298,032 8,009 6,581 
Advarra Holdings, Inc. (4)(7)(11)8/24/20296,340 (106)(226)
Advarra Holdings, Inc. (4)(11)SF +5.75%10.15%8/24/202970,160 68,984 67,659 
ATI Holdings Acquisition, Inc. (4)(6)(12)SF +
7.75% (incl 2.00% PIK)
12.07%2/24/202840,535 39,829 34,415 
Baart Programs, Inc. (4)(7)(12)L +5.00%9.73%6/11/202717,419 10,082 9,515 
Charlotte Buyer Inc (9)SF +5.25%9.53%2/3/202829,135 27,198 27,691 
ERC Topco Holdings, LLC (4)(7)(11)11/10/2028620 (10)(17)
ERC Topco Holdings, LLC (4)(7)(11)P +4.50%12.00%11/10/20271,000 600 592 
ERC Topco Holdings, LLC (4)(11)L +5.50%10.23%11/10/202825,491 25,053 24,779 
MB2 Dental Solutions, LLC (4)(12)SF +6.00%10.42%1/29/20279,120 8,950 8,808 
MB2 Dental Solutions, LLC (4)(7)(12)SF +6.00%10.71%1/29/202787,403 37,215 35,806 
MB2 Dental Solutions, LLC (4)(12)SF +6.00%10.42%1/29/202725,293 24,823 24,429 
Medline Borrower, LP (9)L +3.25%7.63%10/23/202819,848 19,644 18,897 
MPH Acquisition Holdings LLC (9)L +4.25%8.98%9/1/20284,633 4,518 3,979 
Pediatric Associates Holding Company, LLC (7)(9)L +3.25%7.63%12/29/20281,029 508 463 
Pediatric Associates Holding Company, LLC (9)L +3.25%7.63%12/29/20286,766 6,737 6,442 
Phoenix Newco Inc (9)L +3.25%7.63%11/15/202817,746 17,624 17,130 
Pinnacle Fertility, Inc. (4)(7)(11)SF +4.50%9.23%3/14/202812,477 9,131 8,979 
22

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Pinnacle Fertility, Inc. (4)(11)SF +4.50%9.23%3/14/202827,294 26,811 26,479 
PPV Intermediate Holdings, LLC (4)(7)(11)8/31/202913,671 (138)(520)
PPV Intermediate Holdings, LLC (4)(11)SF +5.75%9.01%8/31/2029102,385 100,472 98,488 
PPV Intermediate Holdings, LLC (4)(7)(11)SF +5.75%10.07%8/31/20298,721 2,268 2,023 
PTSH Intermediate Holdings, LLC (4)(7)(11)12/17/20273,953 (72)(261)
PTSH Intermediate Holdings, LLC (4)(11)L +5.75%10.48%12/17/202720,889 20,531 19,509 
Tenet Healthcare Corp (6)(8)5.13%11/1/20272,695 2,731 2,512 
Tivity Health Inc (4)(11)SF +6.00%10.58%6/28/2029112,278 109,647 106,506 
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(7)(11)SF +5.75%9.32%7/17/202877,292 25,439 23,854 
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(11)SF +5.75%9.34%7/17/202843,728 42,895 42,014 
676,203 650,465 18.83 %
Household Goods and Home Construction
LHS Borrower, LLC (9)SF +4.75%9.17%2/16/202921,835 21,635 17,918 
21,635 17,918 0.52 %
Industrial Engineering
Brookfield WEC Holdings Inc. (9)SF +3.75%8.07%8/1/20251,995 1,954 1,991 
Radwell Parent, LLC (4)(7)(11)4/3/202813,271 (392)(392)
Radwell Parent, LLC (4)(11)SF +6.75%11.33%4/2/2029155,378 150,756 150,777 
Standard Industries, Inc. (9)L +2.25%6.43%9/22/20281,285 1,285 1,271 
Time Manufacturing Holdings, LLC (4)(11)E +6.50%8.42%12/1/20274,782 4,941 4,784 
Time Manufacturing Holdings, LLC (4)(7)(11)L +6.50%11.23%12/1/20271,000 727 685 
Time Manufacturing Holdings, LLC (4)(11)L +6.50%11.23%12/1/202712,142 11,920 11,405 
Time Manufacturing Holdings, LLC (4)(11)E +6.50%8.42%12/1/20278,423 9,346 8,424 
TK Elevator U.S. Newco, Inc. (6)(9)L +3.50%6.87%7/30/20277,699 7,712 7,428 
188,249 186,373 5.39 %
Industrial Metals and Mining
BLY US Holdings Inc. (4)(6)(12)L +7.50%12.29%9/8/20263,070 2,998 2,922 
2,998 2,922 0.08 %
Industrial Support Services
Acuris Finance US, Inc (9)SF +4.00%8.73%2/16/202812,500 12,413 12,313 
Allied Universal Holdco LLC (9)L +3.75%8.17%5/12/20283,032 3,021 2,886 
Argos Health Holdings, Inc. (4)(11)L +5.75%9.97%12/6/2027660 649 628 
Becklar, LLC (4)(12)SF +6.85%11.17%12/21/2026996 978 952 
Becklar, LLC (4)(12)SF +6.85%11.27%12/21/20265,798 5,689 5,542 
Captive Resources Midco LLC (4)(7)(11)7/3/20287,558 (138)(142)
Captive Resources Midco LLC (4)(11)SF +
5.75% (incl 2.88% PIK)
10.07%7/2/202988,980 87,273 87,284 
Coretrust Purchasing Group LLC (4)(7)(11)10/1/202910,736 (311)(461)
Coretrust Purchasing Group LLC (4)(7)(11)10/1/202911,656 (337)(501)
Coretrust Purchasing Group LLC (4)(11)SF +6.75%10.84%10/1/202973,720 71,558 70,552 
Eagle 2021 Lower Merger Sub, LLC (4)(11)L +5.50%9.72%12/6/2027825 811 785 
Employbridge, LLC (11)L +4.75%9.49%7/19/20289,907 9,855 8,145 
Galaxy US Opco Inc. (6)(9)SF +4.75%9.07%4/29/202926,300 25,686 23,867 
Guidehouse Inc. (4)(11)L +6.25%10.63%10/16/202879,573 78,083 76,717 
IG Investments Holdings, LLC (4)(7)(11)L +6.00%10.39%9/22/20271,726 668 638 
IG Investments Holdings, LLC (4)(11)L +6.00%10.38%9/22/202822,506 22,194 21,760 
IG Investments Holdings, LLC (4)(11)L +6.00%10.38%9/22/20281,856 1,840 1,794 
Mckissock Investment Holdings, LLC (11)SF +5.00%8.73%3/4/202925,440 25,212 23,810 
NBG Acquisition Corp. (4)(7)(11)11/6/2028952 (12)(67)
NBG Acquisition Corp. (4)(7)(11)11/6/202818,760 (256)(1,319)
NBG Acquisition Corp. (4)(7)(11)L +5.25%9.66%11/6/20282,876 1,415 1,316 
23

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
NBG Acquisition Corp. (4)(11)L +5.25%9.66%11/6/202821,553 21,407 20,038 
Royal Buyer, LLC (4)(7)(11)8/31/20289,000 (170)(321)
Royal Buyer, LLC (4)(7)(11)SF +6.00%10.40%8/31/20287,000 1,501 1,383 
Royal Buyer, LLC (4)(11)SF +6.00%10.40%8/31/202845,000 44,144 43,393 
Sedgwick Claims Management Services, Inc. (8)L +3.25%7.63%12/31/202519,350 19,151 18,855 
Simplisafe Holding Corporation (4)(7)(11)5/2/202815,106 (272)(455)
Simplisafe Holding Corporation (4)(11)SF +6.25%10.47%5/2/2028120,247 118,057 116,628 
Southern Graphics Inc. (4)(12)L +7.50%12.20%11/17/20261,000 979 874 
Southern Graphics Inc. (4)(12)L +7.50%12.15%11/17/202610,227 9,995 8,940 
Vaco Holdings, LLC (11)SF +5.00%9.73%1/22/202912,623 12,567 12,218 
Vistage Worldwide Inc (11)SF +5.25%9.67%7/13/2029998 971 958 
574,621 559,010 16.18 %
Industrial Transportation
EquipmentShare.com Inc. (4)(9)L +7.75%12.40%11/16/20264,215 4,155 4,026 
EquipmentShare.com Inc. (4)(9)L +7.75%12.40%11/16/202616,860 16,561 16,106 
E.S.G. Movilidad, S.L.U. (4)(6)(7)(8)5/31/202911,245 (335)(688)
E.S.G. Movilidad, S.L.U. (4)(6)(8)E +6.75%9.19%5/31/20298,096 8,446 8,172 
E.S.G. Movilidad, S.L.U. (4)(6)(8)E +6.75%9.19%5/31/202922,264 23,226 22,474 
52,053 50,090 1.45 %
Investment Banking and Brokerage Services
Ascensus Holdings, Inc. (9)L +3.50%8.25%8/2/20287,940 7,862 7,606 
7,862 7,606 0.22 %
Leisure Goods
Jam City, Inc. (4)(12)L +7.00%11.73%9/7/20272,201 2,183 2,148 
Tilting Point Media LLC (4)(7)(12)2/26/20276,372 (160)(600)
Tilting Point Media LLC (4)(7)(12)2/26/20272,916 (73)(274)
Tilting Point Media LLC (4)(12)L +8.00%12.39%2/26/20277,974 7,767 7,224 
9,717 8,498 0.25 %
Life Insurance
Onedigital Borrower LLC (9)SF +4.25%8.49%11/16/20275,940 5,928 5,628 
5,928 5,628 0.16 %
Media
2080 Media, Inc. (4)(7)(11)SF +6.50%10.48%3/14/202929,529 12,247 12,497 
2080 Media, Inc. (4)(7)(11)3/14/202813,795 (239)(139)
2080 Media, Inc. (4)(11)SF +6.50%10.48%3/14/202955,042 54,030 54,518 
Ancestry.com Inc. (9)L +3.25%7.63%12/6/202712,894 12,706 11,971 
Arc Media Holdings Limited (4)(5)(6)(7)(12)10/29/20272,766 (67)(67)
Arc Media Holdings Limited (4)(5)(6)(12)SF +7.25%11.49%10/29/202741,387 40,377 40,387 
Associations Inc. (4)(12)SF +
6.50% (incl 2.50% PIK)
10.36%7/2/2027482 477 475 
Associations Inc. (4)(12)SF +
6.50% (incl 0.03 PIK)
11.26%7/2/20271,003 994 989 
Associations Inc. (4)(12)SF +
6.50% (incl 0.03 PIK)
11.29%7/2/20271,003 994 989 
Associations Inc. (4)(12)L +
6.50% (incl 2.50% PIK)
10.97%7/2/2027606 600 597 
Associations Inc. (4)(7)(12)7/2/2027403 (4)(6)
Associations Inc. (4)(12)SF +
6.50% (incl 2.50% PIK)
10.36%7/2/20274,137 4,100 4,079 
Aventine Intermediate LLC (4)(7)(11)L +
6.00% (incl 4.00% PIK)
10.38%6/18/20271,032 936 904 
Aventine Intermediate LLC (4)(11)L +
6.00% (incl 4.00% PIK)
10.38%6/18/202718,124 17,823 17,295 
Hyve Group PLC (4)(5)(6)(14)SN +7.75%11.19%10/20/2026£24,104 26,025 28,054 
24

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Kobalt London Limited (4)(6)(11)SF +7.00%11.11%2/25/202713,125 12,900 12,775 
Kobalt London Limited (4)(6)(11)SF +7.00%11.66%2/25/202713,125 12,896 12,775 
Mav Acquisition Corporation (9)L +4.75%8.32%7/28/202813,870 13,742 13,094 
Oneteam Partners, LLC (4)(11)SF +5.75%9.41%9/14/202975,000 73,554 72,467 
Regency Entertainment (USA), Inc. (4)(12)L +6.75%11.13%11/22/202530,000 29,737 29,286 
Renaissance Financiere (4)(6)(7)(8)E +7.00%8.56%7/26/202834,871 24,513 25,139 
Spirit RR Holdings, Inc. (4)(11)SF +6.50%11.18%9/13/20283,912 3,800 3,751 
Spirit RR Holdings, Inc. (4)(7)(11)9/13/20281,806 (51)(74)
Spirit RR Holdings, Inc. (4)(11)SF +6.50%11.18%9/13/202818,057 17,523 17,314 
The NPD Group L.P. (4)(7)(11)SF +5.75%10.07%12/1/20279,023 907 780 
The NPD Group L.P. (4)(11)SF +
6.25% (incl 2.75% PIK)
10.43%12/1/2028140,214 137,538 135,174 
The NPD Group L.P. (4)(11)L +5.75%10.13%12/1/20289,291 9,202 8,947 
507,260 503,971 14.59 %
Medical Equipment and Services
ABB/CON-CISE Optical Group LLC (4)(7)(13)P +6.50%14.00%2/23/20282,358 2,190 2,080 
ABB/CON-CISE Optical Group LLC (4)(11)L +7.50%12.67%2/23/202822,472 21,966 20,945 
Coding Solutions Acquisition, Inc. (4)(7)(11)5/11/202822,875 (409)(1,001)
Coding Solutions Acquisition, Inc. (4)(7)(11)SF +5.50%9.82%5/11/202810,875 1,976 1,699 
Coding Solutions Acquisition, Inc. (4)(11)SF +5.50%9.82%5/11/202876,059 74,649 72,731 
Plasma Buyer LLC (4)(7)(11)5/12/202922,070 (401)(1,040)
Plasma Buyer LLC (4)(7)(11)5/12/20289,458 (169)(411)
Plasma Buyer LLC (4)(11)SF +5.75%10.07%5/12/202984,912 83,305 80,912 
SDC US Smilepay SPV (4)(7)(12)L +
10.75% (incl 3.75% PIK)
15.52%10/27/202576,191 35,040 34,013 
218,147 209,928 6.08 %
Non-life Insurance
Alera Group, Inc. (4)(11)SF +6.00%10.42%10/2/202821,774 21,591 20,992 
Alera Group, Inc. (4)(11)SF +6.00%10.42%10/2/202812,525 12,514 12,075 
Alera Group, Inc. (4)(11)SF +6.00%10.42%10/2/202844,173 44,136 42,586 
Alliant Holdings I, L.P. (8)L +3.25%7.63%5/9/2025995 977 983 
Alliant Holdings Intermediate, LLC (9)L +3.50%7.85%11/5/202717,847 17,662 17,468 
AmWins Group, LLC (11)L +2.25%6.63%2/21/20284,645 4,619 4,568 
Galway Borrower LLC (4)(7)(11)9/29/2028457 (4)(24)
Galway Borrower LLC (4)(7)(11)9/30/20272,216 (36)(109)
Galway Borrower LLC (4)(11)L +5.25%9.98%9/29/202861,128 60,592 57,907 
Higginbotham Insurance Agency, Inc. (4)(7)(11)L +5.25%9.63%11/25/202648 20 20 
Higginbotham Insurance Agency, Inc. (4)(11)L +5.25%9.63%11/25/20269,877 9,788 9,744 
HUB International Limited (11)L +3.25%7.53%4/25/202515,846 15,733 15,725 
Integrity Marketing Acquisition LLC (4)(7)(11)SF +6.02%10.72%8/27/202520,895 16,714 16,223 
Integrity Marketing Acquisition LLC (4)(11)L +6.02%10.03%8/27/202557,546 56,824 55,194 
Patriot Growth Insurance Services, LLC (4)(7)(11)L +5.75%10.47%10/16/202818,297 976 814 
Patriot Growth Insurance Services, LLC (4)(7)(11)10/16/2028822 (14)(22)
Patriot Growth Insurance Services, LLC (4)(11)L +5.50%8.56%10/16/20287,260 7,133 7,061 
RSC Acquisition, Inc. (4)(7)(11)SF +5.50%10.23%10/30/202629,453 884 395 
RSC Acquisition, Inc. (4)(11)SF +5.50%10.05%10/30/202610,521 10,421 10,241 
RSC Acquisition, Inc. (4)(7)(11)10/30/2026467  (12)
RSC Acquisition, Inc. (4)(11)SF +5.50%9.74%10/30/202614,422 14,422 14,038 
Trupanion, Inc. (4)(6)(7)(11)SF +5.00%9.71%3/25/202726,237 4,903 4,192 
Trupanion, Inc. (4)(6)(7)(11)3/25/20276,576 (83)(262)
Trupanion, Inc. (4)(6)(11)SF +5.00%9.73%3/25/202720,843 20,567 20,012 
320,339 309,809 8.97 %
25

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Personal Care, Drug and Grocery Stores
Diamond (BC) B.V. (6)(9)L +2.75%7.16%9/29/20289,369 9,295 9,070 
Puma Buyer LLC (4)(9)SF +5.50%10.18%7/16/202962,000 57,841 60,711 
Vermont Aus Pty Ltd (4)(6)(11)SF +5.65%10.23%3/23/202826,053 25,465 24,675 
Vermont Aus Pty Ltd (4)(6)(11)B +5.75%9.06%3/23/2028A$35,482 25,891 22,864 
118,492 117,320 3.40 %
Personal Goods
Daphne S.P.A. (4)(6)(7)(8)5/23/20287,957 (191)(421)
Daphne S.P.A. (4)(6)(8)E +6.25%7.44%5/23/202841,376 43,200 42,109 
Spanx, LLC (4)(7)(11)L +5.00%9.29%11/18/20275,000 450 287 
Spanx, LLC (4)(11)L +5.25%9.64%11/20/202829,700 29,183 28,075 
72,642 70,050 2.03 %
Pharmaceuticals and Biotechnology
CPI Buyer, LLC (4)(7)(11)L +5.50%10.23%11/1/20284,341 802 729 
CPI Buyer, LLC (4)(7)(11)10/30/20262,115 (35)(43)
CPI Buyer, LLC (4)(11)L +5.50%10.23%11/1/202825,211 24,860 24,509 
Dolcetto HoldCo S.P.A. (4)(5)(6)(7)(8)10/27/20288,400 (201)(218)
Dolcetto HoldCo S.P.A. (4)(5)(6)(8)E +6.50%8.55%10/27/202882,300 80,018 85,973 
Gusto Aus Bidco Pty Ltd (4)(6)(7)(11)10/30/2028A$11,982 (224)(238)
Gusto Aus Bidco Pty Ltd (4)(6)(11)B +6.50%10.16%10/30/2028A$118,623 73,889 78,441 
Petvet Care Centers LLC (11)L +3.50%7.88%2/14/20257,723 7,670 7,282 
186,779 196,435 5.69 %
Real Estate Investment and Services
850 Third Avenue Mezz I, LLC (4)(7)(9)L +6.50%10.89%10/1/20242,791 2,132 1,757 
850 Third Avenue Owner LLC (4)(9)L +6.50%10.89%10/1/20244,726 4,697 4,063 
OEG Borrower LLC (4)(9)SF +5.00%9.60%5/20/202939,900 38,393 39,002 
45,222 44,822 1.30 %
Retailers
Petsmart LLC (11)L +3.75%8.13%2/11/202810,550 10,481 10,356 
The Michaels Companies, Inc. (11)L +4.25%8.98%4/14/20282,851 2,826 2,472 
The Talbots, Inc. (4)(12)L +8.00%12.74%11/17/20267,897 7,685 7,494 
20,992 20,322 0.59 %
Software and Computer Services
Applied Systems Inc (9)L +3.00%7.73%9/19/20249,227 9,205 9,209 
Armstrong Bidco Limited (4)(6)(7)(8)SN +5.25%8.70%6/28/2029£47,995 41,968 44,715 
Armstrong Bidco Limited (4)(6)(8)SN +5.25%8.70%6/28/2029£91,991 109,456 110,602 
Avalara, Inc. (4)(7)(11)10/19/20286,324 (153)(153)
Avalara, Inc. (4)(11)SF +7.25%11.83%10/19/202856,918 55,526 55,542 
AxiomSL Group, Inc. (4)(7)(12)12/3/2027744   
AxiomSL Group, Inc. (4)(12)L +5.75%10.13%12/3/202711,358 11,358 11,358 
AxiomSL Group, Inc. (4)(7)(12)12/3/2025812   
Barracuda Networks Inc (9)SF +4.50%8.59%5/17/202921,500 20,884 20,771 
Bottomline Technologies, Inc. (4)(7)(11)5/15/2028385 (3)(13)
Bottomline Technologies, Inc. (4)(11)SF +5.50%9.82%5/14/20294,604 4,560 4,425 
Calabrio, Inc. (4)(7)(12)L +7.00%11.75%4/16/20272,687 1,536 1,478 
Calabrio, Inc. (4)(12)L +7.00%11.73%4/16/202722,313 22,313 21,835 
CCC Intelligent Solutions Inc. (9)L +2.25%6.63%9/21/202810,070 10,020 10,010 
Cloud Software Group Holdings Inc (8)6.50%3/31/20299,610 8,076 8,117 
CommerceHub, Inc. (4)(11)SF +6.25%11.03%12/29/202764,904 60,406 60,472 
DS Admiral Bidco, LLC (4)(7)(12)L +6.50%11.20%3/16/2026966 108 91 
DS Admiral Bidco, LLC (4)(12)SF +7.00%11.51%3/16/202839,743 38,557 38,558 
DS Admiral Bidco, LLC (4)(12)L +5.75%10.16%3/16/20288,943 8,860 8,638 
26

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
DTI Holdco, Inc. (11)SF +4.75%8.84%4/21/202929,925 29,365 27,643 
Endure Digital, Inc. (11)L +3.50%7.72%2/10/20282,547 2,530 2,299 
Finthrive Software Intermediate Holdings Inc (9)L +4.00%8.38%12/18/202813,102 12,855 11,148 
GoTo Group Inc (8)L +4.75%9.14%8/31/20276,942 6,843 4,498 
Govcio Buyer Company (4)(12)SF +5.50%10.08%8/18/202710,822 10,641 10,476 
Helios Software Holdings, Inc. (12)SF +3.75%8.48%3/13/202816,670 16,517 16,396 
Huskies Parent, Inc. (4)(7)(11)11/3/20281,000 (17)(93)
Huskies Parent, Inc. (4)(7)(11)L +5.50%10.23%11/3/20271,000 690 623 
Huskies Parent, Inc. (4)(11)L +5.50%10.23%11/3/202825,410 24,974 23,040 
Hyland Software, Inc. (11)L +3.50%7.88%7/1/202415,585 15,483 15,408 
LMI Inc/DE (9)L +3.75%8.13%10/2/202814,870 14,784 9,383 
Medallia, Inc. (4)(11)L +
6.50% PIK
10.88%10/30/202873,495 73,495 69,997 
Mcafee Corp. (9)SF +3.75%7.97%3/1/20297,960 7,924 7,431 
Mitchell International, Inc. (9)L +3.75%8.41%10/16/202819,788 19,464 18,294 
New Era Technology, Inc. (4)(12)L +6.25%10.66%10/31/202619,849 19,849 19,128 
Peraton Inc. (11)L +3.75%8.13%2/1/20283,717 3,719 3,636 
Perforce Software, Inc. (4)(9)SF +4.50%8.82%7/1/202619,900 19,464 19,105 
Ping Identity Holding Corp. (4)(7)(11)10/17/20286,068 (147)(147)
Ping Identity Holding Corp. (4)(11)SF +7.00%11.32%10/17/202959,003 57,538 57,571 
Prism Parent Co., Inc. (4)(7)(11)9/19/202810,833 (215)(348)
Prism Parent Co., Inc. (4)(11)SF +6.00%10.32%9/19/202843,225 42,391 41,837 
Project Alpha Intermediate Holding, Inc. (8)L +4.00%8.39%4/26/20248,682 8,606 8,491 
Project Ruby Ultimate Parent Corp (11)L +3.25%7.63%3/10/20287,368 7,361 6,983 
Quail Buyer, Inc. (4)(11)L +5.25%10.18%10/1/20277,444 7,320 7,343 
Quasar Intermediate Holdings Ltd (9)SF +4.25%8.49%2/1/202913,965 13,846 10,836 
Riley Mergeco LLC (4)(7)(12)9/23/2027456 (9)(23)
Riley Mergeco LLC (4)(7)(12)9/23/2027304 (6)(15)
Riley Mergeco LLC (4)(12)L +
6.00% (incl 2.75% PIK)
10.38%9/23/20271,701 1,667 1,615 
Rocket Software, Inc. (8)L +4.25%8.63%11/28/202511,283 11,096 10,876 
Smarsh Inc. (4)(7)(11)SF +6.50%11.29%2/16/20294,286 2,067 1,920 
Smarsh Inc. (4)(7)(11)2/16/20291,071 (19)(56)
Smarsh Inc. (4)(11)SF +6.50%11.29%2/16/202917,143 16,834 16,250 
TA TT Buyer, LLC (4)(9)SF +5.00%8.98%4/2/202914,963 14,822 14,588 
Tibco Software Inc (9)SF +4.50%9.18%3/20/202913,010 11,882 11,651 
Tricentis Americas, Inc. (4)(7)(12)SF +4.25%8.94%5/13/20248,748 3,144 3,055 
Tricentis Americas, Inc. (4)(7)(12)5/13/2024499 (3)(8)
Tricentis Americas, Inc. (4)(12)SF +4.25%8.94%5/13/202415,353 15,260 15,102 
Trimech Acquisition Corp. (4)(7)(12)SF +4.75%9.39%3/10/20283,289 345 311 
Trimech Acquisition Corp. (4)(12)SF +4.75%9.48%3/10/202821,548 21,256 21,000 
Trimech Acquisition Corp. (4)(12)SN +4.75%8.63%3/10/2028£36,623 44,201 43,398 
UKG Inc (9)L +3.25%7.00%5/4/20269,164 9,104 8,740 
User Zoom Technologies, Inc. (4)(11)SF +5.75%9.35%4/5/202918,948 18,593 18,064 
Zayo Group, LLC (8)L +3.00%7.38%3/9/20275,351 5,290 4,358 
Zelis Payments Buyer, Inc. (8)L +3.50%7.88%9/30/202613,884 13,811 13,758 
Zendesk Inc (4)(7)(11)11/22/202839,321 (786)(772)
Zendesk Inc (4)(7)(11)11/22/202817,940 (352)(352)
Zendesk Inc (4)(11)SF +6.50%11.04%11/22/2028157,283 154,163 154,193 
1,160,317 1,134,286 32.83 %
Technology Hardware and Equipment
Altar Bidco, Inc. (9)SF +3.10%5.50%2/1/20297,960 7,937 7,623 
CC WDW Borrower, Inc. (4)(7)(12)1/27/202822,837 (618)(1,006)
27

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
CC WDW Borrower, Inc. (4)(7)(12)1/27/20285,122 (130)(226)
CC WDW Borrower, Inc. (4)(12)SF +6.75%10.95%1/27/202845,559 44,367 43,553 
Excelitas Technologies Corp. (4)(7)(11)8/13/20296,522 (123)(247)
Excelitas Technologies Corp. (4)(11)SF +5.75%10.12%8/13/202933,804 33,146 32,526 
Excelitas Technologies Corp. (4)(8)E +5.75%7.55%8/13/20295,587 5,651 5,746 
Excelitas Technologies Corp. (4)(7)(11)SF +5.75%10.12%8/14/20283,261 1,787 1,732 
TechInsights Inc (4)(6)(12)L +6.63%11.36%11/9/2027993 974 962 
TechInsights Inc (4)(6)(12)L +6.63%11.36%11/9/20272,578 2,531 2,498 
95,522 93,161 2.70 %
Telecommunications Equipment
Delta Topco, Inc. (11)L +3.75%8.15%12/1/20276,952 6,778 6,445 
6,778 6,445 0.19 %
Telecommunications Service Providers
Directv Financing, LLC (11)L +5.00%9.38%8/2/202718,212 17,852 17,770 
Dish DBS Corporation (8)5.25%12/1/20267,703 7,430 6,503 
Meriplex Communications, Ltd (4)(7)(11)SF +5.00%9.42%7/17/20284,952 1,268 1,163 
Meriplex Communications, Ltd (4)(7)(11)SF +5.00%9.42%7/17/20281,143 98 74 
Meriplex Communications, Ltd (4)(11)SF +5.00%9.42%7/17/202813,905 13,706 13,416 
Openmarket Inc. (4)(6)(11)L +6.25%10.98%9/17/20264,938 4,841 4,714 
Radiate Holdco LLC (11)L +3.25%7.63%9/25/202614,880 14,815 12,156 
60,010 55,796 1.61 %
Travel and Leisure
AD1 LBV1, LLC (4)(7)(10)L +6.75%10.87%12/10/2024365 244 242 
AD1 LBV1, LLC (4)(10)L +6.75%10.87%12/10/202419,002 18,823 18,746 
Artemis Bidco Limited (4)(6)(7)(8)SN +6.00%9.45%9/8/2028£2,437 298 2 
Artemis Bidco Limited (4)(6)(8)SN +6.00%9.45%9/8/2028£7,749 10,047 8,346 
Artemis Bidco Limited (4)(6)(8)SN +6.00%9.45%9/8/2028£4,509 5,888 4,857 
Artemis Bidco Limited (4)(6)(8)SN +6.00%9.45%9/8/2028£4,676 6,107 5,037 
Canoe Bidco Pty Limited (4)(6)(9)B +6.00%9.39%5/20/2026A$31,969 21,117 21,602 
Canoe Bidco Pty Limited (4)(6)(9)B +6.50%10.10%5/20/2026A$137,468 95,005 92,889 
IRB Holding Corp. (12)L +2.75%7.13%2/5/20258,101 8,044 8,042 
165,573 159,763 4.62 %
Total First Lien Debt$5,755,124 $5,614,718 162.50 %
Second Lien Debt
Consumer Services
Asurion Corporation (8)L +5.25%9.63%1/31/2028$5,165 $5,104 $4,059 
5,104 4,059 0.12 %
Health Care Providers
Charlotte Buyer Inc (9)SF +8.25%12.53%8/3/202810,000 9,327 9,463 
9,327 9,463 0.27 %
Industrial Support Services
Galaxy US Opco Inc. (4)(9)SF +8.25%12.57%4/29/20309,000 8,786 8,794 
8,786 8,794 0.25 %
Software and Computer Services
UKG Inc (9)L +5.25%9.00%5/3/202724,852 24,547 22,932 
24,547 22,932 0.66 %
Total Second Lien Debt$47,764 $45,248 1.31 %
Unsecured Debt
Health Care Providers
28

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Vetcor Group Holdings LLC (4)(7)(8)9/3/2030$251 $(2)$(19)
Vetcor Group Holdings LLC (4)(8)
13.00% PIK
13.00%9/3/2030783 774 722 
772 703 0.02 %
Medical Equipment and Services
DCA Acquisition Holdings LLC (4)(7)(8)12/28/203288 (2)(2)
DCA Acquisition Holdings LLC (4)(8)
12.50% PIK
12.50%12/28/2032923 894 905 
892 903 0.03 %
Non-life Insurance
Alliant Holdings Intermediate LLC / Alliant Holdings Co-Issuer (8)6.75%10/15/20276,255 5,632 5,636 
USI Inc/NY (8)6.88%5/1/20252,457 2,365 2,371 
7,997 8,007 0.23 %
Telecommunications Service Providers
CCO Holdings LLC / CCO Holdings Capital Corp (8)5.50%5/1/20267,000 7,102 6,787 
T-Mobile USA, Inc. (8)2.25%2/15/202610,000 9,539 9,112 
16,641 15,899 0.46 %
Total Unsecured Debt$26,302 $25,512 0.74 %
Structured Finance
Structured Finance Investments
ALM 2020 Ltd (6)(8)L +6.00%10.08%10/15/2029$3,330 $2,995 $2,937 
AMMC CLO 20 Ltd (6)(8)L +5.81%9.89%4/17/2029950 890 866 
AMMC CLO 21 Ltd (6)(8)L +3.10%7.56%11/2/20302,150 1,898 1,887 
AMMC CLO 21 Ltd (6)(8)L +6.50%10.96%11/2/20304,126 3,609 3,474 
Carlyle Global Market Strategies (6)(8)L +5.40%9.64%10/20/20271,750 1,480 1,475 
Carlyle Global Market Strategies (6)(8)L +5.40%9.76%7/27/20311,200 912 976 
Catskill Park CLO Ltd (6)(8)L +6.00%10.24%4/20/20291,350 1,210 1,150 
CENT CLO 16, L.P. (6)(8)SF +8.07%10.57%7/24/20343,000 2,810 2,735 
Dryden 108 CLO Ltd (6)(8)7/18/20352,900 2,291 2,204 
Marble Point CLO XI Ltd (6)(8)L +2.80%6.99%12/18/20301,850 1,534 1,580 
Monroe Capital MML CLO XIV LLC (6)(8)SF +10.02%14.08%10/24/20342,500 2,328 2,345 
OCP CLO 2017-14 Ltd (6)(8)SF +6.80%10.66%1/15/20331,469 1,273 1,326 
Shackleton 2019-XV CLO Ltd (6)(8)L +6.66%10.74%1/15/20323,000 2,612 2,697 
Silver Creek CLO Ltd (6)(8)L +5.62%9.86%7/20/20302,000 1,776 1,755 
Voya CLO Ltd (6)(8)L +3.55%7.63%4/17/20301,500 1,311 1,330 
28,929 28,737 0.83 %
Total Structured Finance$28,929 $28,737 0.83 %
Equity Investments
Electricity
IP Operating Portfolio I, LLC (4)2,000 $67 $198 
67 198 0.01 %
Software and Computer Services
Picard Holdco, Inc. - Preferred Shares (4)(9)SF +
12.00% PIK
16.59%9/30/20321,000 970 1,012 
Picard Holdco, Inc. - Preferred Shares (4)(9)SF +
12.00% PIK
16.59%9/30/203230 30 32 
1,000 1,044 0.03 %
Media
Oneteam Partners, LLC - Preferred Shares (4)(5)8.00%9/15/20321,000 1,000 1,064 
1,000 1,064 0.03 %
Total Equity Investments$2,067 $2,306 0.07 %
Total Investments - Non-Controlled/Non-Affiliated$5,860,186 $5,716,521 165.44 %
Total Investment Portfolio$5,860,186 $5,716,521 165.44 %
29

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Company (1).Reference Rate and Spread (2).Interest Rate (2).Maturity Date.Par Amount/Units.Amortized Cost (3).Fair Value.Percentage of Net Assets
Cash and Cash Equivalents
J.P. Morgan U.S. Government Fund, Institutional Shares53,347 $53,347 $53,347 
Cash20,894 20,894 
Total Cash and Cash Equivalents$74,241 $74,241 2.15 %
Total Investment Portfolio, Cash and Cash Equivalents$5,934,427 $5,790,762 167.59 %

(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments. Each of the Company’s investments is pledged as collateral under its credit facilities unless otherwise indicated.

(2) The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), Prime Rate (“Prime” or “P”), Sterling Overnight Index Average ("SONIA" or "SN"), Euro Interbank Offer Rate (“Euribor” or “E”), Secured Overnight Financing Rate ("SOFR" or "SF"), Canadian Dollar Offered Rate ("CDOR" or "C") or Bank Bill Swap Rate ("BBSW" or "B") which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR, Prime, SONIA, E, SOFR, CDOR or BBSW and the current contractual interest rate in effect at December 31, 2022. Certain investments are subject to a LIBOR, Prime, or SOFR interest rate floor, or rate cap. Certain investments contain a Payment-in-Kind (“PIK”) provision.

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

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

(5) These debt investments are not pledged as collateral under HLEND-A Funding Facility, the HLEND-B Funding Facility, the Revolving Credit Facility and the Short Term Financing Transactions.

(6) The investment is not a qualifying asset, in whole or in part, under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022, non-qualifying assets represented 16.1% of total assets as calculated in accordance with regulatory requirements.

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

Investments-non-controlled/non-affiliatedCommitment TypeUnfunded CommitmentFair Value
United Musculoskeletal Partners Acquisition Holdings, LLC1st Lien Senior Secured Delayed Draw Loan$50,408 $(1,976)
MB2 Dental Solutions, LLC1st Lien Senior Secured Delayed Draw Loan48,611 (1,661)
Zendesk Inc1st Lien Senior Secured Delayed Draw Loan39,321 (772)
SDC US Smilepay SPV1st Lien Senior Secured Delayed Draw Loan38,645 (1,792)
Express Wash Concepts1st Lien Senior Secured Delayed Draw Loan37,286 (2,375)
Foundation Automotive US Corp1st Lien Senior Secured Delayed Draw Loan34,033 (1,236)
RSC Acquisition, Inc.1st Lien Senior Secured Delayed Draw Loan28,274 (753)
Zips Car Wash, LLC1st Lien Senior Secured Delayed Draw Loan24,213 (472)
Coding Solutions Acquisition, Inc.1st Lien Senior Secured Delayed Draw Loan22,875 (1,001)
CC WDW Borrower, Inc.1st Lien Senior Secured Delayed Draw Loan22,837 (1,006)
Plasma Buyer LLC1st Lien Senior Secured Delayed Draw Loan22,070 (1,040)
Trupanion, Inc.1st Lien Senior Secured Delayed Draw Loan21,000 (837)
Club Car Wash Operating, LLC1st Lien Senior Secured Delayed Draw Loan20,717 (911)
NBG Acquisition Corp.1st Lien Senior Secured Delayed Draw Loan18,760 (1,319)
IP Operating Portfolio I, LLC1st Lien Senior Secured Delayed Draw Loan18,168 (542)
Zendesk Inc1st Lien Senior Secured Revolving Loan17,940 (352)
Patriot Growth Insurance Services, LLC1st Lien Senior Secured Delayed Draw Loan16,982 (465)
30

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Investments-non-controlled/non-affiliatedCommitment TypeUnfunded CommitmentFair Value
2080 Media, Inc.1st Lien Senior Secured Delayed Draw Loan16,751 (159)
SimpliSafe Holding Corporation1st Lien Senior Secured Delayed Draw Loan15,106 (455)
2080 Media, Inc.1st Lien Senior Secured Revolving Loan13,795 (139)
Sequa Corp1st Lien Senior Secured Revolving Loan13,676 (670)
PPV Intermediate Holdings, LLC1st Lien Senior Secured Delayed Draw Loan13,670 (520)
Radwell Parent, LLC1st Lien Senior Secured Revolving Loan13,271 (392)
Armstrong Bidco Limited1st Lien Senior Secured Delayed Draw Loan12,991 (69)
E.S.G. Movilidad, S.L.U.1st Lien Senior Secured Delayed Draw Loan12,039 (688)
Formerra, LLC1st Lien Senior Secured Revolving Loan12,031 (380)
Coretrust Purchasing Group LLC1st Lien Senior Secured Revolving Loan11,656 (501)
Specialty Ingredients, LLC1st Lien Senior Secured Revolving Loan11,279 (413)
Prism Parent Co., Inc.1st Lien Senior Secured Delayed Draw Loan10,833 (348)
Coretrust Purchasing Group LLC1st Lien Senior Secured Delayed Draw Loan10,736 (461)
Renaissance Financiere1st Lien Senior Secured Delayed Draw Loan10,702 (428)
Plasma Buyer LLC1st Lien Senior Secured Revolving Loan9,458 (411)
Royal Buyer, LLC1st Lien Senior Secured Delayed Draw Loan9,000 (321)
Dolcetto HoldCo S.P.A.1st Lien Senior Secured Delayed Draw Loan8,993 (218)
Coding Solutions Acquisition, Inc.1st Lien Senior Secured Revolving Loan8,700 (381)
Daphne S.P.A.1st Lien Senior Secured Delayed Draw Loan8,519 (421)
Gusto Aus Bidco Pty Ltd1st Lien Senior Secured Delayed Draw Loan8,161 (238)
The NPD Group L.P.1st Lien Senior Secured Revolving Loan7,940 (266)
Captive Resources Midco LLC1st Lien Senior Secured Revolving Loan7,557 (142)
Yes Energy LLC1st Lien Senior Secured Delayed Draw Loan7,500 (301)
Baart Programs, Inc.1st Lien Senior Secured Delayed Draw Loan7,191 (294)
123Dentist Inc1st Lien Senior Secured Delayed Draw Loan7,110 (268)
Trupanion, Inc.1st Lien Senior Secured Revolving Loan6,576 (262)
Excelitas Technologies Corp.1st Lien Senior Secured Delayed Draw Loan6,522 (247)
Tilting Point Media LLC1st Lien Senior Secured Delayed Draw Loan6,372 (600)
PPV Intermediate Holdings, LLC1st Lien Senior Secured Revolving Loan6,366 (242)
Advarra Holdings, Inc.1st Lien Senior Secured Delayed Draw Loan6,340 (226)
Avalara, Inc.1st Lien Senior Secured Revolving Loan6,324 (153)
Ping Identity Holding Corp.1st Lien Senior Secured Revolving Loan6,068 (147)
Tricentis Americas, Inc.1st Lien Senior Secured Delayed Draw Loan5,551 (91)
Royal Buyer, LLC1st Lien Senior Secured Revolving Loan5,367 (192)
Spotless Brands, LLC1st Lien Senior Secured Revolving Loan5,175 (201)
CC WDW Borrower, Inc.1st Lien Senior Secured Revolving Loan5,122 (226)
TMC Buyer Inc1st Lien Senior Secured Delayed Draw Loan4,569 (400)
Spanx, LLC1st Lien Senior Secured Revolving Loan4,467 (220)
Formerra, LLC1st Lien Senior Secured Delayed Draw Loan4,270 (135)
PTSH Intermediate Holdings, LLC1st Lien Senior Secured Delayed Draw Loan3,953 (261)
Integrity Marketing Acquisition LLC1st Lien Senior Secured Delayed Draw Loan3,818 (156)
Asdam Operations Pty Ltd1st Lien Senior Secured Delayed Draw Loan3,691 (168)
Meriplex Communications, LTD1st Lien Senior Secured Delayed Draw Loan3,615 (127)
CPI Buyer, LLC1st Lien Senior Secured Delayed Draw Loan3,491 (97)
Pinnacle Fertility, Inc.1st Lien Senior Secured Delayed Draw Loan3,125 (93)
Arcfield Acquisition Corp1st Lien Senior Secured Revolving Loan2,990 (129)
Thrasio LLC1st Lien Senior Secured Delayed Draw Loan2,972 (338)
Tilting Point Media LLC1st Lien Senior Secured Revolving Loan2,916 (274)
TriMech Acquisition Corp.1st Lien Senior Secured Revolving Loan2,895 (74)
Arc Media Holdings Limited1st Lien Senior Secured Revolving Loan2,766 (67)
Artemis Bidco Limited1st Lien Senior Secured Delayed Draw Loan2,622 (286)
Galway Borrower LLC1st Lien Senior Secured Revolving Loan2,216 (109)
Smarsh Inc.1st Lien Senior Secured Delayed Draw Loan2,143 (112)
31

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Investments-non-controlled/non-affiliatedCommitment TypeUnfunded CommitmentFair Value
CPI Buyer, LLC1st Lien Senior Secured Revolving Loan2,115 (43)
Spirit RR Holdings, Inc.1st Lien Senior Secured Revolving Loan1,806 (74)
Excelitas Technologies Corp.1st Lien Senior Secured Revolving Loan1,413 (50)
NBG Acquisition Corp.1st Lien Senior Secured Revolving Loan1,358 (95)
Calabrio, Inc.1st Lien Senior Secured Revolving Loan1,152 (25)
Smarsh Inc.1st Lien Senior Secured Revolving Loan1,071 (56)
IG Investments Holdings, LLC1st Lien Senior Secured Revolving Loan1,036 (32)
Meriplex Communications, LTD1st Lien Senior Secured Revolving Loan1,029 (36)
Huskies Parent, Inc.1st Lien Senior Secured Delayed Draw Loan1,000 (93)
NBG Acquisition Corp.1st Lien Senior Secured Delayed Draw Loan952 (67)
DS Admiral Bidco, LLC1st Lien Senior Secured Revolving Loan850 (22)
Patriot Growth Insurance Services, LLC1st Lien Senior Secured Revolving Loan822 (22)
AxiomSL Group, Inc.1st Lien Senior Secured Revolving Loan812  
AxiomSL Group, Inc.1st Lien Senior Secured Delayed Draw Loan744  
850 Third Avenue Mezz I, LLC1st Lien Senior Secured Delayed Draw Loan643 (90)
ERC Topco Holdings, LLC1st Lien Senior Secured Delayed Draw Loan620 (17)
Pediatric Associates Holding Company, LLC1st Lien Senior Secured Delayed Draw Loan516 (25)
Tricentis Americas, Inc.1st Lien Senior Secured Revolving Loan499 (8)
RSC Acquisition, Inc.1st Lien Senior Secured Revolving Loan467 (12)
Galway Borrower LLC1st Lien Senior Secured Delayed Draw Loan457 (24)
Riley MergeCo LLC1st Lien Senior Secured Delayed Draw Loan456 (23)
Associations Inc.1st Lien Senior Secured Revolving Loan403 (6)
Bottomline Technologies, Inc.1st Lien Senior Secured Revolving Loan385 (13)
ERC Topco Holdings, LLC1st Lien Senior Secured Revolving Loan383 (9)
Riley MergeCo LLC1st Lien Senior Secured Revolving Loan304 (15)
Nexus Intermediate III, LLC1st Lien Senior Secured Delayed Draw Loan300 (3)
Huskies Parent, Inc.1st Lien Senior Secured Revolving Loan294 (24)
Time Manufacturing Holdings, LLC1st Lien Senior Secured Revolving Loan255 (15)
VetCor Group Holdings LLCUnsecured Delayed Draw Loan250 (19)
AD1 LBV1, LLC1st Lien Senior Secured Delayed Draw Loan119 (2)
ABB/CON-CISE Optical Group LLC1st Lien Senior Secured Revolving Loan118 (8)
DCA Acquisition Holdings LLCUnsecured Delayed Draw Loan88 (2)
Aventine Intermediate LLC1st Lien Senior Secured Delayed Draw Loan80 (4)
Higginbotham Insurance Agency, Inc.1st Lien Senior Secured Delayed Draw Loan28  
Zips Car Wash, LLC1st Lien Senior Secured Delayed Draw Loan10  
Total$895,942 $(33,961)

(8)There are no interest rate floors on these investments.
(9)The interest rate floor on these investments as of December 31, 2022 was 0.50%.
(10)The interest rate floor on these investments as of December 31, 2022 was 0.60%.
(11)The interest rate floor on these investments as of December 31, 2022 was 0.75%.
(12)The interest rate floor on these investments as of December 31, 2022 was 1.00%.
(13)The interest rate floor on these investments as of December 31, 2022 was 1.75%.
(14)The interest rate floor on these investments as of December 31, 2022 was 2.00%.
ADDITIONAL INFORMATION
Foreign currency forward contracts
32

HPS Corporate Lending Fund
Consolidated Schedule of Investments
December 31, 2022
(in thousands)
Currency PurchasedCurrency SoldCounterpartySettlement DateUnrealized Appreciation (Depreciation)
U.S. Dollars 11,439
Australian Dollars 17,518
Goldman Sachs Bank USA3/21/2023$(530)
U.S. Dollars 1,449
Australian Dollars 2,067
Goldman Sachs Bank USA9/21/202328 
U.S. Dollars 4,010
Australian Dollars 6,291
Goldman Sachs Bank USA12/21/2023(319)
U.S. Dollars 1,563
Canadian Dollars 2,024
Goldman Sachs Bank USA9/21/202363 
U.S. Dollars 12,622
Euro 12,231
Goldman Sachs Bank USA3/21/2023(545)
U.S. Dollars 77,725
Euro 72,453
Goldman Sachs Bank USA6/21/2023(705)
U.S. Dollars 3,819
Euro 3,809
Goldman Sachs Bank USA12/21/2023(339)
U.S. Dollars 893
Euro 846
Goldman Sachs Bank USA9/23/2024(39)
U.S. Dollars 4,002
British Pound 3,280
Goldman Sachs Bank USA3/21/202329 
U.S. Dollars 116,882
British Pound 95,507
Goldman Sachs Bank USA6/21/20231,005 
U.S. Dollars 6,868
British Pound 6,303
Goldman Sachs Bank USA10/15/2024(784)
Total$(2,136)

Interest rate swaps
CounterpartyHedged InstrumentCompany ReceivesCompany PaysMaturity DateNotional AmountFair Market Value
Goldman Sachs Bank USANovember 2025 Notes8.37%
SOFR + 4.08%
11/14/2025$85,000 $314 
Goldman Sachs Bank USANovember 2027 Notes8.43%
SOFR + 4.42%
11/14/202777,500 677 
Total Interest Rate Swaps$991 
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
HPS Corporate Lending Fund
Notes to Consolidated Financial Statements
(Unaudited)
(in thousands, except per share data, percentages and as otherwise noted)
Note 1. Organization

HPS Corporate Lending Fund (the “Company” or “HLEND”) is a Delaware statutory trust that was formed on December 23, 2020 and commenced operations on February 3, 2022. The Company seeks to invest primarily in newly originated senior secured debt and other securities of private U.S. companies within the upper middle market. The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is externally managed by HPS Investment Partners, LLC (the “Adviser”, the “Administrator”, or “HPS”). The Company intends to elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company’s investment objective is to generate attractive risk-adjusted returns, predominately in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. The Company seeks to achieve its investment objective by investing primarily in newly originated, privately negotiated senior credit investments in high quality, established upper middle market companies, and in select situations, companies in special situations. Upper middle market companies generally mean companies with earnings before interest, taxes, 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.
The Company has and may continue to invest in smaller or larger companies if the opportunity presents attractive investment and risk-adjusted returns. In addition to corporate level obligations, the Company’s investments in such companies may also opportunistically include private asset-based financings such as equipment financings, financings against mission-critical corporate assets and mortgage loans, and/or investments that represent equity in portfolios of loans, receivables or other debt instruments. The Company may also selectively make investments that represent equity in portfolios of loans, receivables or other debt instruments. The Company may also participate in programmatic investments 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 the Company participates in the junior exposure.
The Company’s investment strategy also includes a smaller allocation to more liquid credit investments such as broadly syndicated loans and corporate bonds. This allocation may also include senior secured loans, senior secured bonds, high yield bonds and structured credit instruments.
The strategy of the Company primarily focuses on companies in the United States, but also intends to leverage the Adviser’s presence to invest in companies in Europe, Australia and other locations outside the U.S. In addition, the Company may also invest in publicly traded securities of larger corporate issuers on an opportunistic basis when market conditions create compelling potential return opportunities, subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.”
The Company offers on a continuous basis up to $4.0 billion of Common Shares of beneficial interest pursuant to an offering registered with the Securities and Exchange Commission (the “Offering”). The Company offers to sell any combination of four classes of Common Shares, Class S shares, Class I shares, Class D 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 initial purchase price for the Common Shares of beneficial interest was $25.00 per share. Thereafter, the purchase price per share for each class of Common Shares equals the net asset value (“NAV”) per share, as of the effective date of the monthly share purchase date. Emerson Equity LLC (the “Managing Dealer”) will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in the offering. The Company may also engage in private offerings of its Common Shares.
The Company accepted purchase orders and held investors’ funds in an interest-bearing escrow account until the Company received purchase orders for at least $100.0 million, excluding shares purchased by the Adviser, its affiliates and trustees and officers but including any shares purchased in any private offering, in any combination of purchases of Class S shares, Class I shares, Class D shares, and Class F shares, and the Company’s Board of Trustees (the Board) authorized the release of funds in the escrow account. As of February 3, 2022, the Company had satisfied the minimum offering requirement and commenced its operations after the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 20,437,880 shares (consisting of 7,074,280 Class I shares, 1,268,000 Class D shares, and 12,095,600 Class F shares at an offering price of $25.00 per share), and the escrow agent released net proceeds of $510.9 million to the Company as payment for such shares. There were no Class S shares issued on such date.
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Note 2. Significant Accounting Policies
Basis of Presentation
The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 6 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements for the interim periods presented have been included. All intercompany balances and transactions have been eliminated. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2023.
As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.
The Company consolidated the results of its wholly-owned subsidiaries HLEND Holdings A, L.P. (“HLEND A”), HLEND Holdings B, L.P. (“HLEND B”), HLEND Holdings C, L.P. (“HLEND C”), HLEND Holdings D, L.P. (“HLEND D”), HLEND Proxima, LLC, HLEND FEP, LLC, HLEND OTM, LLC and HLEND Lux Sarl. All intercompany transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.

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

Where prices or inputs are not available or, in the judgment of the Adviser, not reliable, valuation approaches based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available, as will be the case for a substantial portion of the Company’s investments, are valued at fair value as determined in good faith by the Adviser as the Company’s valuation designee under Rule 2a-5 under the 1940 Act, pursuant to the Company’s valuation policy, and under the oversight of the Board, based on, among other things, the input of one or more independent valuation firms retained by the Company to review the Company’s investments. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.
With respect to the quarterly valuation of investments, the Company undertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:

The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in consultation with the Adviser’s investment professionals responsible for each portfolio investment;
In addition, independent valuation firms retained by the Company prepare quarter-end valuations of each such investment that was (i) originated or purchased prior to the first calendar day of the quarter and (ii) is not a de minimis investment, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;
The Adviser’s valuation committee with respect to the Company (the “Valuation Committee”) reviews each valuation recommendation to confirm they have been calculated in accordance with the Company’s valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable; 
The Adviser’s Valuation Committee then determines fair value marks for each of the Company’s portfolio investments; and
The Board and Audit Committee periodically review the valuation process and provide oversight in accordance with the requirements of Rule 2a-5 under the 1940 Act.
As part of the valuation process, the Company takes into account relevant factors in determining the fair value of the Company’s investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant: (i) the estimated enterprise value of a portfolio company, generally based on an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, and (v) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Adviser considers whether the pricing indicated by the external event corroborates its valuation.
The Company has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Adviser and the Company may reasonably rely on that assistance. However, the Adviser is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy, the Board’s oversight and a consistently applied valuation process.
Derivative Instruments
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Foreign currency forward contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.

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Additionally, the Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities. The fair value of the interest rate swaps are included as derivative assets at fair value or derivative liabilities at fair value, as applicable, on the Company's Consolidated Statements of Assets and Liabilities. The Company designated the interest rate swaps as the hedging instruments in a qualifying fair value hedge accounting relationship, and therefore the change in fair value of the hedging instrument and hedged item are recorded in interest expense and recognized as components of interest expense in the Consolidated Statements of Operations. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt.

The fair value of the Company’s derivatives are recorded on the Consolidated Statements of Assets and Liabilities by security type and counterparty on a net basis, not taking into account collateral posted which is recorded separately, if subject to an enforceable master netting agreement. As of March 31, 2023 and December 31, 2022, there was $8.7 million and $0.0 million, respectively, of collateral received which is included in accrued expense and other liabilities on the Consolidated Statements of Asset and Liabilities.
Loan Participations
The Company follows the guidance in ASC 860 Transfers and Servicing when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales that do not meet the definition of a participating interest remain on the Consolidated Statements of Assets and Liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. There were no participations that were accounted for as secured borrowings during the period.
Foreign Currency Transactions
Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities are included with the net change in unrealized gains (losses) on foreign currency translations on the Consolidated Statements of Operations.

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Revenue Recognition
Interest Income
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three months ended March 31, 2023 and 2022, the Company recorded non-recurring interest income of $1.6 million and $0.6 million, respectively, (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts).
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the
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loan has sufficient collateral value and is in the process of collection. As of March 31, 2023 and December 31, 2022, there were three and zero investments on non-accrual status, representing 0.5% and 0.0% of debt investments at fair value, respectively.
PIK Income
The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash. For the three months ended March 31, 2023 and 2022, the Company recorded PIK income of $4.7 million and $0.6 million, respectively.
Dividend Income
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. For the three months ended March 31, 2023 and 2022, the Company did not record any dividend income.
Other Income
The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication and other miscellaneous fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the three months ended March 31, 2023 and 2022, the Company recorded other income of $0.4 million and $0.1 million, respectively.
Organization Costs
Organization expenses include, among other things, the cost of incorporating the Company and the cost of legal services and other fees pertaining to the Company's organization. Organization expenses are expensed as incurred. There were no organization costs during the three months ended March 31, 2023 and 2022.

Offering Expenses

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

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

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

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (iii) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. To the extent that it determines that estimated current year annual taxable income will be in excess of estimated current year distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated undistributed taxable income.
For the three months ended March 31, 2023 and 2022, the Company accrued $(0.0) million and $0.0 million of U.S. federal excise tax, respectively.
Allocation of Income, Expenses, Gains and Losses
Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the aggregate net asset value of that class in relation to the aggregate net asset value of the Company. Expenses that are specific to a class of shares are allocated to such class directly.
Distributions
To the extent that the Company has taxable income available, the Company intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company’s earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.
The Company has adopted a distribution reinvestment plan pursuant to which shareholders will have their cash distributions automatically reinvested in additional shares of the Company's same class of Common Shares to which the distribution relates unless they elect to receive their distributions in cash.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is evaluating the impact of this guidance on its consolidated financial statements.
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Note 3. Fees, Expenses, Agreements and Related Party Transactions
Investment Advisory Agreement

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

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

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

The Adviser agreed to waive the base management fee from the date on which the Company broke escrow for the Offering through December 31, 2022.

For the three months ended March 31, 2023 and 2022, base management fees were $11.2 million and $1.4 million, respectively, of which $0.0 million and $1.4 million were voluntarily waived by the Adviser, respectively. As of March 31, 2023 and December 31, 2022, $11.2 million and $0.0 million, respectively, were payable to the Adviser related to management fees.
Incentive Fees

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

(i) Income based incentive fee

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

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

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

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

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

iii.12.5% of the dollar amount of the Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).
These calculations are prorated for any period of less than three months, including the first quarter the Company commenced operations, and are adjusted for any share issuances or repurchases during the relevant quarter.

The Adviser agreed to waive the income based incentive fee from the date on which the Company broke escrow for the Offering through December 31, 2022. For the three months ended March 31, 2023 and 2022, income based incentive fees were $14.2 million and $1.0 million, respectively, of which $0.0 million and $1.0 million were voluntarily waived by the Adviser, respectively. As of March 31, 2023 and December 31, 2022, $14.2 million and $0.0 million, respectively, were payable to the Adviser relating to income based incentive fees.

(ii) Capital gains incentive fee

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals 12.5% of cumulative realized capital gains attributable to the applicable share class from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP.
For the three months ended March 31, 2023 and 2022, there were no accrued capital gains incentive fees.
Administration Agreement

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

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

Unless earlier terminated as described below, the Administration Agreement is effective for an initial two-year term and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of the Company’s outstanding voting securities and, in each case, a majority of the Independent Trustees. The Company may terminate the Administration Agreement, without payment of any penalty, upon 120 days’ written notice. The Administration Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.
For the three months ended March 31, 2023 and 2022, the Company incurred $0.6 million and $0.2 million, respectively, in expenses under the Administration Agreement, which are recorded in “administrative service expenses” in the Company’s Consolidated Statements of Operations. As of March 31, 2023 and December 31, 2022, there was $2.3 million and $1.8 million, respectively, of administrative service expenses payable by the Company which are included in “due to affiliates” in the Consolidated Statements of Assets and Liabilities.
Sub-Administration and Fund Accounting Servicing Agreements

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

Managing Dealer Agreement

On August 3, 2021, the Company entered into a Managing Dealer Agreement (the “Managing Dealer Agreement”) with the Managing Dealer. Under the terms of the Managing Dealer Agreement, the Managing Dealer will serve as the Managing Dealer for the Offering. The Managing Dealer will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.85% of the value of the Company’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Managing Dealer will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.25% of the value of the Company’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month. The Managing Dealer will be entitled to receive distribution and/or shareholder servicing fees monthly in arrears at an annual rate of 0.50% of the value of the Company’s net assets attributable to Class F shares as of the beginning of the first calendar day of the month. No distribution and/or shareholding servicing fees will be paid with respect to Class I. The distribution and/or shareholder servicing fees will be payable to the Managing Dealer, but the Managing Dealer anticipates that all or a portion of the shareholder servicing fees will be retained by, or reallowed (paid) to, participating broker-dealers. As set forth in and pursuant to the Managing Dealer Agreement, the Company pays the Managing Dealer certain fees, including a $35,000 engagement fee that was previously paid, a $250,000 fixed managing dealer fee that is payable quarterly (commencing in the first quarter of 2022) in arrears in five equal quarterly installments and a two basis point (0.02%) variable managing dealer fee that is payable on any new capital raised in the offering following the expiration of the initial 15-month period of the Offering. The Company or the Adviser may also pay directly, or reimburse the Managing Dealer if the Managing Dealer pays on the Company’s behalf, any organization and offering expenses (other than any upfront selling commissions and shareholder servicing and/or distribution fees).

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

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

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

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

Either party may terminate the Managing Dealer Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Managing Dealer Agreement. The Company’s obligations under the Managing Dealer Agreement to pay the shareholder servicing and/or distribution fees with respect to the Class S, Class D shares and Class F shares distributed shall survive termination of the agreement until such shares are no longer outstanding (including such shares that have been converted into Class I shares, as described above).
Distribution and Servicing Plan
On August 9, 2021, the Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the Managing Dealer with respect to the Class S, Class I, Class D, and Class F on an annualized basis as a percentage of the Company’s NAV for such class.
Shareholder
Servicing and/or
Distribution Fee as a % of NAV
Class S shares0.85 %
Class I shares 
Class D shares0.25 %
Class F shares0.50 %
The shareholder servicing and/or distribution fees are paid monthly in arrears, calculated using the net asset value of the applicable class as of the beginning of the first calendar day of the month and subject to FINRA and other limitations on underwriting compensation. The Managing Dealer agreed to waive shareholder servicing and/or distribution fees for Class D shares and Class F shares for the first nine months following the date on which the Company broke escrow for the Offering.
The Managing Dealer will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S, Class D or Class F shares are calculated based on the aggregate net asset value for all of the outstanding shares of each such class, it reduces the net asset value with respect to all shares of each such class, including shares issued under the Company’s distribution reinvestment plan.
Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S, Class D or Class F shares: assistance with recordkeeping, answering investor inquiries regarding the Company, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Managing Dealer will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.
For the three months ended March 31, 2023 and 2022, the Company accrued distribution and shareholder servicing fees of $0.3 million and $0.0 million attributable to Class D shares, respectively, and $2.8 million and $0.3 million attributable to Class F shares. For the three months ended March 31, 2022, all distribution and shareholder servicing fees were waived. As of March 31, 2023 and December 31, 2022, there was $1.1 million and $1.0 million, respectively, of shareholder servicing fees payable to the Managing Dealer.
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Expense Support and Conditional Reimbursement Agreement

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

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

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

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

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

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

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

For the three months ended March 31, 2023 and 2022, the Adviser made Expense Payments in the amount of $0.0 million and $2.8 million, respectively. For the three months ended March 31, 2023 and March 31, 2022, there were no Reimbursement Payments made to the Adviser.

The following table presents a summary of Expense Payments and the related Reimbursement Payments for the three months ended March 31, 2022:
For the Month EndedExpense Payments by AdviserReimbursement Payments to AdviserUnreimbursed Expense Payments
February 28, 2022(1)
$2,384 $ $2,384 
March 31, 2022443  443 
Total$2,827 $ $2,827 
(1) Included in this amount is $1.2 million of Expense Payments made by the Adviser relating to expenses incurred prior to the Company breaking escrow on February 3, 2022. Although such expenses became payable by the Company upon breaking escrow (as recorded in the Consolidated Statements of Operations within “Reimbursable expenses previously borne by Adviser”), they were supported by the Adviser under the Expense Support and Conditional Reimbursement Agreement.

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Note 4. Investments
The composition of the Company’s investment portfolio at cost and fair value was as follows:
March 31, 2023December 31, 2022
Amortized CostFair Value% of Total
Investments at
Fair Value
Amortized CostFair Value% of Total
Investments at
Fair Value
First lien debt$6,623,067 $6,558,981 98.58 %$5,755,124 $5,614,718 98.22 %
Second lien debt47,852 46,315 0.70 47,764 45,248 0.79 
Unsecured debt17,099 16,890 0.25 26,302 25,512 0.45 
Structured finance investments29,011 28,824 0.43 28,929 28,737 0.50 
Equity investments2,242 2,469 0.04 2,067 2,306 0.04 
Total$6,719,271 $6,653,479 100.00 %$5,860,186 $5,716,521 100.00 %
The industry composition of investments at fair value was as follows:
March 31, 2023December 31, 2022
Fair Value% of Total
Investments at
Fair Value
Fair Value% of Total
Investments at
Fair Value
 Software and Computer Services $1,288,321 19.36 %$1,158,262 20.26 %
 Health Care Providers 779,68111.72 660,631 11.56 
 Industrial Support Services 746,76411.22 567,804 9.93 
 Media 566,7038.52 505,035 8.83 
 Consumer Services 458,9316.90 458,248 8.02 
 Non-life Insurance 375,8245.65 317,816 5.56 
 Medical Equipment and Services 327,0704.92 210,831 3.69 
 Travel and Leisure 297,9994.48 159,763 2.79 
 General Industrials 272,6884.10 265,463 4.64 
 Pharmaceuticals and Biotechnology 267,7034.02 196,435 3.44 
 Industrial Engineering 214,8403.23 186,373 3.26 
 Aerospace and Defense 208,5853.13 169,856 2.97 
 Personal Care, Drug and Grocery Stores 108,8301.64 117,320 2.05 
 Automobiles and Parts 107,2681.60 118,440 2.07 
 Technology Hardware and Equipment 95,8771.44 93,161 1.63 
 Food Producers 88,9381.34 86,977 1.52 
 Personal Goods 72,5111.09 70,050 1.23 
 Telecommunications Service Providers 62,3360.94 71,695 1.25 
 Industrial Transportation 51,2050.77 50,090 0.88 
 Finance and Credit Services 49,0000.74 48,448 0.85 
 Real Estate Investment and Services 44,2530.67 44,822 0.78 
 Gas, Water and Multi-utilities 43,9900.66 43,242 0.76 
 Structured Finance 28,8240.43 28,737 0.50 
 Retailers 18,0330.27 20,322 0.36 
 Household Goods and Home Construction 16,4820.25 17,918 0.31 
 Telecommunications Equipment 14,3510.22 6,445 0.11 
 Electricity 12,5820.18 8,639 0.15 
 Chemicals 12,0290.18 6,960 0.12 
 Investment Banking and Brokerage Services 9,2290.14 7,606 0.13 
 Life Insurance 5,7180.09 5,628 0.10 
 Industrial Metals and Mining 2,9410.04 2,922 0.05 
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Leisure Goods1,9900.03 8,498 0.15 
Construction and Materials 1,0730.02 1,162 0.03 
Electronic and Electrical Equipment 9100.01 922 0.02 
Total$6,653,479 100.00 %$5,716,521 100.00 %
The geographic composition of investments at cost and fair value was as follows:
March 31, 2023
Amortized CostFair Value% of Total
Investments at
Fair Value
Fair Value
as % of Net
Assets
Australia$271,364 $269,929 4.06 %7.30 %
Canada47,610 45,540 0.68 1.23 
France24,544 25,903 0.39 0.70 
Italy122,967 130,071 1.95 3.52 
Spain31,383 30,934 0.46 0.84 
Taiwan43,600 41,709 0.63 1.13 
United Kingdom314,391 321,822 4.84 8.71 
United States5,863,412 5,787,571 86.99 156.59 
Total$6,719,271 $6,653,479 100.00 %180.02 %
December 31, 2022
Amortized CostFair Value% of Total
Investments at
Fair Value
Fair Value
as % of Net
Assets
Australia$271,143 $269,430 4.71 %7.80 %
Canada40,335 37,399 0.65 1.08 
France24,513 25,139 0.44 0.73 
Italy122,826 127,443 2.23 3.69 
Spain31,337 29,958 0.52 0.87 
Taiwan43,619 42,321 0.74 1.22 
United Kingdom240,099 241,933 4.23 7.00 
United States5,086,314 4,942,898 86.48 143.05 
Total$5,860,186 $5,716,521 100.00 %165.44 %
As of March 31, 2023 and December 31, 2022, there were three and zero investments in the portfolio on non-accrual status, respectively.
As of March 31, 2023 and December 31, 2022, on a fair value basis, 99.2% and 99.1%, respectively, of performing debt investments bore interest at a floating rate and 0.8% and 0.9%, respectively, of performing debt investments bore interest at a fixed rate.
Note 5. Fair Value Measurements
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation methodology used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
Level 1: Inputs to the valuation methodology that reflect unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2: Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date.
Level 3: Inputs to the valuation methodology are unobservable and significant to overall fair value measurement.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. 
In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value.
Investments whose values are based on the listed closing price quoted on the securities’ principal exchange are classified within Level 1 and include active listed equities. The Adviser does not adjust the quoted price for such instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

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

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

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

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

Further inputs considered by the Adviser in estimating the value of investments may include the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt capital markets (by the investment or other comparable investments), whether the loan contains call protection and changes in financial ratios or cash flows. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Adviser in the absence of market information. The fair value measurement of Level 3 investments does not include transaction costs that may have been capitalized as part of the security’s cost basis. Assumptions used by the Adviser due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Company’s consolidated results of operations.
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Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The rule permits boards, subject to board oversight and certain other conditions, to designate certain parties to perform the fair value determinations. The new rule went into effect on March 8, 2021 and had a compliance date of September 8, 2022. In accordance with this rule, the Company’s Board of Trustees has designated our Adviser as the valuation designee primarily responsible for the valuation of the Company’s investments, subject to the oversight of the Board of Trustees.
The following table presents the fair value hierarchy of investments and cash equivalents:
March 31, 2023
Level 1Level 2Level 3Total
First lien debt$ $784,648 $5,774,333 $6,558,981 
Second lien debt 28,267 18,048 46,315 
Unsecured debt 14,975 1,915 16,890 
Structured finance investments 28,824  28,824 
Equity investments  2,469 2,469 
Total investments$ $856,714 $5,796,765 $6,653,479 
Cash equivalents$92,622 $ $ $92,622 
December 31, 2022
Level 1Level 2Level 3Total
First lien debt$ $732,325 $4,882,393 $5,614,718 
Second lien debt 36,454 8,794 45,248 
Unsecured debt 23,906 1,606 25,512 
Structured finance investments 28,737  28,737 
Equity investments  2,306 2,306 
Total investments$ $821,422 $4,895,099 $5,716,521 
Cash equivalents$53,347 $ $ $53,347 
The following table presents change in the fair value of investments for which Level 3 inputs were used to determine fair value:
Three Months Ended March 31, 2023
First Lien
Debt
Second Lien DebtUnsecured DebtEquity InvestmentsTotal Investments
Fair value, beginning of period$4,882,393 $8,794 $1,606 $2,306 $4,895,099 
Purchases of investments (1)
861,403  377 579 862,359 
Proceeds from principal repayments and sales of investments(30,581)  (52)(30,633)
Accretion of discount/amortization of premium7,981 33 9  8,023 
Net realized gain (loss)(893)  (353)(1,246)
Net change in unrealized appreciation (depreciation)58,744 (242)(77)(11)58,414 
Transfers into Level 3 (2)
 9,463   9,463 
Transfers out of Level 3 (2)
(4,714)   (4,714)
Fair value, end of period$5,774,333 $18,048 $1,915 $2,469 $5,796,765 
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of March 31, 2023$57,176 $(242)$(79)$(11)$56,844 
(1)Purchases include PIK interest, if applicable.
(2)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended March 31, 2023, transfers into or out of Level 3 were primarily due to decreased or increased price transparency, respectively.


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Three Months Ended March 31, 2022
First Lien
Debt
Equity InvestmentsTotal Investments
Fair value, beginning of period$ $ $ 
Purchases of investments(1)
896,754 67 896,821 
Proceeds from principal repayments and sales of investments(55,373) (55,373)
Accretion of discount/amortization of premium759  759 
Net realized gain (loss)14  14 
Net change in unrealized appreciation (depreciation)(1,931) (1,931)
Transfers into Level 3(2)
   
Transfers out of Level 3(2)
   
Fair value, end of period$840,223 $67 $840,290 
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of March 31, 2022$(1,931)$ $(1,931)
(1)Purchases include PIK interest, if applicable.
(2)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended March 31, 2022, there were no transfers into or out of Level 3.
The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.
March 31, 2023
Range
Fair Value(1)
Valuation
Technique
Unobservable
Input
LowHigh
Weighted
Average(2)
Investments in first lien debt$4,978,384 Yield analysisDiscount rate8.41 %18.32 %11.88 %
Investments in second lien debt8,686 Yield analysisDiscount rate13.90 %13.90 %13.90 %
Investments in unsecured debt1,915 Yield analysisDiscount rate13.43 %15.28 %14.32 %
Investments in preferred equity2,160 Yield analysisDiscount rate8.28 %17.79 %13.07 %
Investments in common equity309 Discounted cash flowDiscount rate7.50 %15.00 %11.96 %
Exit multiple 10.00x  10.00x  10.00x
Cap Rate5.25 %5.25 %5.25 %
(1)As of March 31, 2023, included within the fair value of Level 3 assets of $5,796,765 is an amount of $805,311 for which the Adviser did not develop the unobservable inputs (examples include third-party pricing and transaction prices).
(2)Weighted averages are calculated based on fair value of investments.

December 31, 2022
Range
Fair Value(1)
Valuation
Technique
Unobservable
Input
LowHigh
Weighted
Average(2)
Investments in first lien debt$3,848,793 Yield analysisDiscount rate8.14 %17.70 %11.47 %
Investments in unsecured debt704 Yield analysisDiscount rate14.70 %14.70 %14.70 %
Investments in equity2,108 Yield analysisDiscount rate7.08 %16.95 %11.96 %
198 Discounted cash flowDiscount rate15.00 %15.00 %15.00 %
Exit multiple
10.00x
10.00x
10.00x
(1)As of December 31, 2022, included within the fair value of Level 3 assets of $4,895,099 is an amount of $1,043,296 for which the Adviser did not develop the unobservable inputs (examples include third-party pricing and transaction prices).
(2)Weighted averages are calculated based on fair value of investments.
The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. The significant unobservable inputs used in the income approach are the discount rate used to discount the estimated future cash flows expected to be received from the underlying investment. Significant increases in discount rates would result in a significantly lower fair value measurement. The significant unobservable inputs used in the market approach are based on market comparable transactions and market
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multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease in the fair value.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.
Financial Instruments Not Carried at Fair Value
Debt
March 31, 2023December 31, 2022
Carrying
Value
Fair ValueCarrying
Value
Fair Value
HLEND A Funding Facility$604,569 $604,569 $453,663 $453,663 
HLEND B Funding Facility512,560 512,560 482,084 482,084 
HLEND C Funding Facility100,000 100,000   
HLEND D Funding Facility    
Revolving Credit Facility684,589 684,589 704,819 704,819 
November 2025 Notes(1)
169,019 171,424 168,462 170,628 
November 2027 Notes(1)
154,733 157,730 153,958 156,354 
March 2026 Notes(1)
276,923 279,400   
March 2028 Notes(1)
124,892 126,012   
Short-Term Borrowings373,745 373,745 379,081 379,081 
Total$3,001,030 $3,010,029 $2,342,067 $2,346,629 
(1)The carrying value of the Company's November 2025 Notes, November 2027 Notes, March 2026 Notes and March 2028 Notes are presented net of unamortized debt issuance costs of $1.7 million, $1.6 million, $2.5 million and $1.1 million, respectively, as of March 31, 2023 and includes the increase in the notes carrying value of $0.7 million, $1.4 million, $3.4 million and $2.0 million, respectively, as a result of the qualifying fair value hedge relationship as described above. The carrying value of the Company's November 2025 Notes and November 2027 Notes are presented net of unamortized debt issuance costs of $1.9 million and $1.7 million, respectively, as of December 31, 2022 and includes the change in the notes carrying value of $0.3 million and $0.7 million, respectively, as a result of the qualifying fair value hedge relationship as described above.

The following table presents the fair value hierarchy of the Company’s debt obligations as of March 31, 2023 and December 31, 2022:
March 31, 2023December 31, 2022
Level 1$ $ 
Level 2  
Level 33,010,029 2,346,629 
Total$3,010,029 $2,346,629 

As of March 31, 2023 and December 31, 2022, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, if applicable, or market quotes, if available.
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Note 6. Derivative Instruments

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

During the three months ended March 31, 2023 and 2022, the average notional exposure for foreign currency forward contracts were $249.8 million and $1.1 million, respectively, and the average notional exposure for interest rate swaps were $262.5 million and $0.0 million, respectively.

The following table summarizes the aggregate notional amount and fair value of the Company’s derivative financial instruments as of March 31, 2023 and December 31, 2022.
March 31, 2023
Level 1Level 2Level 3Total Fair ValueNotional
Derivative Assets
Foreign currency forward contracts$ $120 $ $120 $3,012 
Interest rate swaps 7,489  7,489 562,500 
Total derivative assets, at fair value$ $7,609 $ $7,609 $565,512 
Derivative Liabilities
Foreign currency forward contracts$ $(4,761)$ $(4,761)$255,549 
Total derivative liabilities, at fair value$ $(4,761)$ $(4,761)$255,549 

December 31, 2022
Level 1Level 2Level 3Total Fair ValueNotional
Derivative Assets
Foreign currency forward contracts$ $1,125 $ $1,125 $123,895 
Interest rate swaps 991  991 162,500 
Total derivative assets, at fair value$ $2,116 $ $2,116 $286,395 
Derivative Liabilities
Foreign currency forward contracts$ $(3,261)$ $(3,261)$117,375 
Total derivative liabilities, at fair value$ $(3,261)$ $(3,261)$117,375 

The effect of transactions in derivative instruments that are not designated in a qualifying hedge accounting relationship on the Consolidated Statements of Operations during the three months ended March 31, 2023 and 2022 were as follows:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Net change in unrealized gain (loss) on foreign currency forward contracts$(2,505)$18 
Realized gain (loss) on foreign currency forward contracts$(529)$ 








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The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of March 31, 2023 and December 31, 2022.

March 31, 2023
CounterpartyAccount in the Consolidated Statements of Asset and LiabilitiesGross Amount of AssetsGross Amount of (Liabilities)Net amounts presented in the Consolidated Statements of Assets and Liabilities
Collateral Received/Pledged(1)
Net Amounts(2)
Goldman Sachs Bank USADerivative liabilities, at fair value$120 $(4,761)$(4,641)$ $(4,641)
Goldman Sachs Bank USADerivative assets, at fair value$7,489 $ $7,489 $(7,489)$ 
(1) Amount excludes excess cash collateral paid.
(2) Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts, if applicable.

December 31, 2022
CounterpartyAccount in the Consolidated Statements of Asset and LiabilitiesGross Amount of AssetsGross Amount of (Liabilities)Net amounts presented in the Consolidated Statements of Assets and Liabilities
Collateral Received/Pledged(1)
Net Amounts(2)
Goldman Sachs Bank USADerivative liabilities, at fair value$1,125 $(3,261)$(2,136)$ $(2,136)
Goldman Sachs Bank USADerivative assets, at fair value$991 $ $991 $ $991 
(1) Amount excludes excess cash collateral paid.
(2) Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts, if applicable.

Hedging

The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship.

The table below presents the impact to the Consolidated Statements of Operations from Derivative Assets and Liabilities designated in a qualifying hedge accounting relationship for the three months ended March 31, 2023 and 2022.

For derivative instruments designated in qualifying hedge relationships, the change in fair value of the hedging instrument and hedged item are recorded in interest expense and recognized as components of Interest expense in the Consolidated Statements of Operations.
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Interest rate swaps$7,489 $ 
Hedged items$(7,773)$ 

The table below presents the carrying value of unsecured borrowings as of March 31, 2023 and December 31, 2022, that are designated in a qualifying hedging relationship and the related cumulative hedging adjustment (increase/decrease) from current and prior hedging relationships included in such carrying values:
March 31, 2023December 31, 2022
DescriptionCarrying ValueCumulative Hedging AdjustmentsCarrying ValueCumulative Hedging Adjustments
Unsecured Notes$563,691 $(7,773)$322,420 $(953)

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Note 7. Borrowings
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of March 31, 2023 and December 31, 2022, the Company’s asset coverage was 223.18% and 247.37%.
SPV Financing Facilities
From time to time, wholly-owned subsidiaries of the Company may enter into secured financing facilities (“SPV Financing Facilities”), as described below. The obligations of each special purpose vehicle (“SPV”) to the lenders are secured by a first priority security interest in all of the SPV’s portfolio investments and cash. The obligations of each SPV under the applicable SPV Financing Facility are non-recourse to the Company, and the Company’s exposure to the credit facility is limited to the value of its investment in the SPV.
In connection with the SPV Financing Facilities, the applicable SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. Each SPV Financing Facility contains customary events of default for similar financing transactions, including if a change of control of the applicable SPV occurs. Upon the occurrence and during the continuation of an event of default, the lender under the SPV Financing Facility may declare the outstanding advances and all other obligations under the SPV Financing Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that the SPV obtains the consent of the lenders under the SPV Financing Facility prior to entering into any sale or disposition with respect to portfolio investments.
As of March 31, 2023, the Company was in compliance with all covenants and other requirements of the Credit Facilities and the Unsecured Notes.

As of March 31, 2023 and December 31, 2022, the Company had four and two SPV Financing Facilities, respectively, as discussed below.
HLEND A Funding Facility
On February 3 2022, HLEND A, entered into a SPV Financing Facility with Morgan Stanley Bank, N.A. (“HLEND A Funding Facility”). Morgan Stanley Senior Funding, Inc. serves as administrative agent and U.S. Bank Trust Company, National Association services as collateral agent. On December 23, 2022, HLEND A entered into an amendment to, among other things, increase the aggregate commitments under the HLEND A Funding Facility from $600 million to $800 million.
Advances may be used to finance the purchase or origination of loan assets, subject to certain concentration limitations, under the HLEND A Funding Facility and initially bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advances, then in effect plus the applicable spread of 2.40% per annum. The borrower will pay an unused fee of 0.45% per annum equal to the sum of the products for each day during such Remittance Period of (a) one divided by three hundred and sixty (360), (b) the applicable unused fee rate of 0.45% and (c) the positive difference, if any, of the Facility Amount of $800 million less the greater of (i) the daily average amount of the advances outstanding during such remittance period and (ii) the Minimum Utilization. The Minimum Utilization means on any day from the closing date to the six month anniversary of the closing date, 25% of the Facility Amount, (b) from the six month anniversary of the closing date until the end of the nine month anniversary of the closing date, 50% of the facility amount and (c) thereafter, 75% of the facility amount.

Proceeds from borrowings under the HLEND A Funding Facility may be used to fund portfolio investments by HLEND A and to make advances under revolving loans or delayed draw term loans where HLEND A is a lender. The period during which HLEND A may make borrowings under the HLEND A Funding Facility expires on February 3, 2025 and the HLEND A Funding Facility will mature and all amounts outstanding under credit facility must be repaid by February 3, 2027.
HLEND B Funding Facility

On July 19 2022, HLEND B, entered into a SPV Financing Facility with Bank of America, N.A. (“HLEND B Funding Facility”). Bank of America N.A. serves as administrative agent, U.S. Bank Trust Company, National Association, as collateral administrator, and U.S. Bank National Association, as collateral custodian. On September 16, 2022, HLEND B entered into an amendment to, among other things, increase the maximum principal amount under the HLEND B Funding Facility from $500 million to $1 billion.

Loans under the HLEND B Funding Facility bear interest at a per annum rate equal to the benchmark in effect for the currency of the applicable advances, plus an applicable margin of 1.90% for Broadly Syndicated Loan (“BSL”) assets and 2.45% for non-BSL assets, subject to a blended floor of 2.30%.
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As of March 31, 2023, the maximum principal amount under the Agreement was $1,000 million, subject to availability under the borrowing base. Proceeds from borrowings under the HLEND B Funding Facility may be used to fund portfolio investments by HLEND B, to make advances under revolving loans or delayed draw term loans where HLEND B is a lender. The period during which HLEND B may make borrowings under the HLEND B Funding Facility expires on July 19, 2025 and the HLEND B Funding Facility will mature and all amounts outstanding under credit facility must be repaid by July 19, 2027.
HLEND C Funding Facility

On January 12, 2023, HLEND C, as borrower, and the Company, as equity holder, entered into a SPV Financing Facility with U.S. Bank Trust Company, National Association, as administrative agent and U.S. collateral agent (the “HLEND C Funding Facility”), Blackstone Asset Based Finance Advisors LP, as Blackstone Asset Based Finance Representative, and U.S. Bank National Association, as custodian.

Loans under the HLEND C Funding Facility bear interest at a per annum rate equal to Term SOFR plus the applicable margin of 2.95% per annum. On or after the anticipated repayment date of January 11, 2030, the applicable margin on any remaining outstanding advances will be increased by 2.00% per annum.

The initial principal amount of the HLEND C Funding Facility was $400 million, subject to availability under the borrowing base. Proceeds from borrowings under the HLEND C Funding Facility may be used to fund portfolio investments by HLEND C. All amounts outstanding under the credit facility must be repaid by April 12, 2030.
HLEND D Funding Facility

On March 31 2023, HLEND D, as borrower, and the Company, as equity holder, entered into a SPV Financing Facility with BNP Paribas (“HLEND D Funding Facility”). BNP Paribas serves as administrative agent, and U.S. Bank Trust Company, National Association, as collateral agent.

Loans under the HLEND D Funding Facility bear interest at a per annum rate equal to (i)(a) with respect to Dollar Advances, Term SOFR, (b) with respect to GBP Advances, Adjusted Cumulative Compounded SONIA, (c) with respect to Euro Advances, EURIBOR, (d) with respect to CAD Advances, CDOR, and (e) with respect to AUD Advances, BBSW, plus (ii) the Applicable Margin of 2.90% per annum, plus (iii) in the case of any Advance denominated in an Available Currency (other than Dollars), the Foreign Currency Advance Margin of 0.15% per annum.

The initial principal amount of the HLEND D Funding Facility was $250 million. Proceeds from borrowings under the HLEND D Funding Facility may be used to fund portfolio investments by HLEND D. All amounts outstanding under the credit facility must be repaid by March 31, 2028.

Revolving Credit Facility

On June 23, 2022, the Company, as Borrower, entered into a senior secured revolving credit facility (the “Revolving Credit Facility,” together with HLEND A Funding Facility, HLEND B Funding Facility, HLEND C Funding Facility, and HLEND D Funding Facility the “Credit Facilities”) (as amended on November 3, 2022) pursuant to a Senior Secured Revolving Credit Agreement (the “Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, MUFG Bank, LTD., Royal Bank of Canada, and Sumitomo Mitsui Banking Corporation, as joint bookrunners and joint lead arrangers.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies under the Revolving Credit Facility. Advances under the Revolving Credit Facility drawn in U.S. dollars will initially bear interest at a per annum rate equal to 0.75% or 0.875% plus an “alternate base rate” in the case of any ABR Loan and 1.75% or 1.875% plus the Adjusted Term SOFR Rate in the case of any other Loan, in each case, depending on the Company’s rate option election and borrowing base. Advances under the Revolving Credit Facility drawn in currencies other than U.S. dollars will initially bear interest at a per annum rate equal to 1.75% or 1.875%, in each case depending on the Company’s borrowing base, plus any applicable credit spread adjustment, plus certain local rates consistent with market standards. The Company will also pay a fee of 0.375% on average daily undrawn amounts under the Revolving Credit Facility.
On November 3, 2022, the Company entered into a Commitment Increase Agreement (the “Commitment Increase Agreement”) among the Company, certain new and existing lenders and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to the Agreement. The Commitment Increase Agreement provides for, among other things, an increase in the aggregate commitments of the
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lenders under the Revolving Credit Facility from $925 million to $1,125 million, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $1,850 million subject to the satisfaction of certain conditions.
The Revolving Credit Facility is guaranteed by certain subsidiaries of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Agreement.
The Revolving Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions, and includes a $200 million limit for swingline loans.
The availability period under the Revolving Credit Facility will terminate on June 23, 2026 (the “Commitment Termination Date”) and the Revolving Credit Facility will mature on June 23, 2027 (the “Maturity Date”). During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales, other recovery events and equity and debt issuances.
Unsecured Bonds

November 2025 Notes

On November 14, 2022, the Company entered into a Master Note Purchase Agreement (the “2022 Note Purchase Agreement”) governing the issuance of $170 million in aggregate principal amount of its Series A Senior Notes, Tranche A (the “November 2025 Notes”) to institutional investors in a private placement. The November 2025 Notes have a fixed interest rate of 8.37% per annum and are due on November 14, 2025. Interest on the November 2025 Notes will be due semiannually. The interest rate is subject to increase (up to a maximum increase of 2.00% above the stated rate) in the event that, subject to certain exceptions, the November 2025 Notes cease to have an investment grade rating and the Company’s minimum secured debt ratio exceeds certain thresholds. In addition, the Company is obligated to offer to repay the November 2025 Notes at par if certain change in control events occur. The November 2025 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by the Company.

In connection with the November 2025 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 8.37% per annum and pays a floating interest rate of SOFR + 4.08% per annum on $85 million of the November 2025 Notes. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

November 2027 Notes

On November 14, 2022, the Company entered into the 2022 Note Purchase Agreement governing the issuance of $155 million in aggregate principal amount of its Series A Senior Notes, Tranche B (the “November 2027 Notes”) to institutional investors in a private placement. The November 2027 Notes have a fixed interest rate of 8.43% per annum and are due on November 14, 2027. Interest on the November 2027 Notes will be due semiannually. The interest rate is subject to increase (up to a maximum increase of 2.00% above the stated rate) in the event that, subject to certain exceptions, the November 2027 Notes cease to have an investment grade rating and the Company’s minimum secured debt ratio exceeds certain thresholds. In addition, the Company is obligated to offer to repay the November 2027 Notes at par if certain change in control events occur. The November 2027 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by the Company.

In connection with the November 2027 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 8.43% per annum and pays a floating interest rate of SOFR + 4.42% per annum on $77.5 million of the November 2027 Notes. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

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March 2026 Notes

On March 15, 2023, the Company entered into a Master Note Purchase Agreement (the “2023 Note Purchase Agreement”) governing the issuance of $276 million in aggregate principal amount of its Series A Senior Notes, Tranche A (the “March 2026 Notes”) to institutional investors in a private placement. The March 2026 Notes have a fixed interest rate of 8.12% per annum and are due on March 15, 2026. Interest on the March 2026 Notes will be due semiannually. The interest rate is subject to increase (up to a maximum increase of 2.00% above the stated rate) in the event that, subject to certain exceptions, the March 2026 Notes cease to have an investment grade rating and the Company’s minimum secured debt ratio exceeds certain thresholds. In addition, the Company is obligated to offer to repay the March 2026 Notes at par if certain change in control events occur. The March 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by the Company.

In connection with the March 2026 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 8.12% per annum and pays a floating interest rate of SOFR + 3.761% per annum on $276 million of the March 2026 Notes. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

March 2028 Notes

On March 15, 2023, the Company entered into the 2023 Note Purchase Agreement governing the issuance of $124 million in aggregate principal amount of its Series A Senior Notes, Tranche B (the “March 2028 Notes,” together with the November 2025 Notes, the November 2027 Notes and March 2026 Notes, the “Unsecured Notes”) to institutional investors in a private placement. The March 2028 Notes have a fixed interest rate of 8.17% per annum and are due on March 15, 2028. Interest on the March 2028 Notes will be due semiannually. The interest rate is subject to increase (up to a maximum increase of 2.00% above the stated rate) in the event that, subject to certain exceptions, the March 2028 Notes cease to have an investment grade rating and the Company’s minimum secured debt ratio exceeds certain thresholds. In addition, the Company is obligated to offer to repay the March 2028 Notes at par if certain change in control events occur. The March 2028 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by the Company.

In connection with the March 2028 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement, the Company receives a fixed interest rate of 8.18% per annum and pays a floating interest rate of SOFR + 4.241% per annum on $124 million of the March 2028 Notes. The Company designated the interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.


Short-Term Borrowings

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements, whereby the Company sells to a third party an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, generally not to exceed 180-days from the date it was sold (each a “Short Term Financing Transaction”).

As of March 31, 2023, the Company had $373.7 million of borrowings under Short Term Financing Transactions with a third party. Certain of the Company's investments serve as collateral for the Company's obligations under the Short Term Financing Transactions and the carrying value of pledged investments was $461.6 million as of March 31, 2023.

In accordance with ASC 860, Transfers and Servicing, the Short Term Financing Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by these agreements remains on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its repurchase obligation to a third party which is reported as debt on the Company’s Statements of Assets and Liabilities. The repurchase obligation is secured by the respective investment that is the subject of the repurchase agreement. Interest expense associated with the repurchase obligation is reported on the Company’s Consolidated Statements of Operations within interest expense.

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The Company’s outstanding debt obligations were as follows:
March 31, 2023
Aggregate
Principal
Committed
Outstanding
Principal
Carrying
Value
Unused
Portion(1)
Amount
Available(2)
HLEND A Funding Facility(3)
$800,000 $604,569 $604,569 $195,431 $12,242 
HLEND B Funding Facility(4)
1,000,000 512,560 512,560 487,440 403,425 
HLEND C Funding Facility400,000 100,000 100,000 300,000 235,548 
HLEND D Funding Facility250,000   250,000  
Revolving Credit Facility(5)
1,125,000 684,589 684,589 440,411 440,411 
November 2025 Notes(6)
170,000 170,000 169,019 — — 
November 2027 Notes(6)
155,000 155,000 154,733 — — 
March 2026 Notes(7)
276,000 276,000 276,923 — — 
March 2028 Notes(7)
124,000 124,000 124,892 — — 
Short-Term Borrowings373,745 373,745 373,745 — — 
Total$4,673,745 $3,000,463 $3,001,030 $1,673,282 $1,091,626 
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in Euros (EUR) of 7.5 million, in Australian Dollars (AUD) of 34.9 million, and in British Pounds (GBP) of 12.9 million.
(4)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in Euros (EUR) of 3.4 million, in Australian Dollars (AUD) of 39.0 million, and in British Pounds (GBP) of 36.3 million.
(5)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in Euros (EUR) of 132.4 million, in Australian Dollars (AUD) of 285.3 million, in Canadian Dollars (CAD) of 47.1 million and in British Pounds (GBP) of 102.6 million.
(6)The carrying value of the Company's November 2025 Notes and November 2027 Notes are presented net of unamortized debt issuance costs of $1.7 million and $1.6 million, respectively, as of March 31, 2023 and includes the change in the notes carrying value of $0.7 million and $1.4 million, respectively, as a result of the qualifying fair value hedge relationship as described above.
(7)The carrying value of the Company's March 2026 Notes and March 2028 Notes are presented net of unamortized debt issuance costs of $2.5 million and $1.1 million, respectively, as of March 31, 2023 and includes the change in the notes carrying value of $3.4 million and $2.0 million, respectively, as a result of the qualifying fair value hedge relationship as described above.

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December 31, 2022
Aggregate
Principal
Committed
Outstanding
Principal
Carrying
Value
Unused
Portion(1)
Amount
Available(2)
HLEND A Funding Facility(3)
$800,000 $453,663 $453,663 $346,337 $138,870 
HLEND B Funding Facility(4)
1,000,000 482,084 482,084 517,916 104,760 
Revolving Credit Facility(5)
1,125,000 704,819 704,819 420,181 420,181 
November 2025 Notes(6)
170,000 170,000 168,462 — — 
November 2027 Notes(6)
155,000 155,000 153,958 — — 
Short-Term Borrowings379,081 379,081 379,081 — — 
Total$3,629,081 $2,344,647 $2,342,067 $1,284,434 $663,811 
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of December 31, 2022, the Company had outstanding borrowings denominated in Euros (EUR) of 8.3 million, in Australian Dollars (AUD) of 34.9 million, and in British Pounds (GBP) of 14.3 million.
(4)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of December 31, 2022, the Company had outstanding borrowings denominated in Euros (EUR) of 3.4 million, in Australian Dollars (AUD) of 39.0 million, and in British Pounds (GBP) of 36.3 million.
(5)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of December 31, 2022, the Company had outstanding borrowings denominated in Euros (EUR) of 111.2 million, in Australian Dollars (AUD) of 285.3 million, in Canadian Dollars (CAD) of 47.1 million and in British Pounds (GBP) of 59.5 million.
(6)The carrying value of the Company's November 2025 Notes and November 2027 Notes are presented net of unamortized debt issuance costs of $1.9 million and $1.7 million, respectively, as of December 31, 2022 and includes the change in the notes carrying value of $0.3 million and $0.7 million, respectively, as a result of the qualifying fair value hedge relationship as described above.

As of March 31, 2023 and December 31, 2022, $34.6 million and $16.6 million, respectively, of interest expense and $1.0 million and $0.8 million, respectively, of unused commitment fees were included in interest payable. For the three months ended March 31, 2023 and March 31, 2022, the weighted average interest rate on all borrowings outstanding was 7.63% and 8.14% (including unused fees and amortization of deferred financing and debt issuance costs), respectively, and the average principal debt outstanding was $2,672.4 million and $104.3 million, respectively.
The components of interest expense were as follows:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Borrowing interest expense$46,521 $813 
Facility unused fees2,155 356 
Amortization of financing and debt issuance costs1,571 156 
Financing fees (refer to Footnote 8) 3,366 
Backstop fees (refer to Footnote 8) 1,059 
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps7,489  
Hedged items(7,773) 
Total interest expense$49,963 $5,750 
Cash paid for interest expense$31,810 $4,580 
Note 8. Commitments and Contingencies

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

The Company’s investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements.
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As of March 31, 2023 and December 31, 2022, the Company had unfunded delayed draw term loans and revolvers in the aggregate principal amount of $792.8 million and $895.9 million, respectively.

The Adviser agreed to bear all of the Company’s expenses, including organization and offering expenses, through February 3, 2022, the date on which the Company broke escrow for the initial offering of its Common Shares, on which date the Company became obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the offering and the Adviser subsequently requested reimbursement of these expenses and was paid pursuant to the Expense Support and Conditional Reimbursement Agreement.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2023, management is not aware of any pending or threatened material litigation.
Warehousing Transactions

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

Pursuant to the Purchase Agreements, the Company could request that the Financing Provider acquire such Warehouse Investments as the Company may designate from time to time, which a Financing Provider could approve or reject in its sole and absolute discretion. Prior to any sale to the Company, the Warehouse Investments were owned and held solely for the account of the relevant Financing Provider. Until such time as the Company satisfied the Warehouse Conditions, which occurred on February 3, 2022, it had no obligation to purchase the Warehouse Investments nor be entitled to any benefits or subject to any obligations under the Purchase Agreements. On such date, the Company recognized $656.3 million of investments at principal ($106.9 million of which was unfunded) from the Financing Provider. Since February 3, 2022, the Company has not entered into any Purchase Agreement with the Financing Provider. Until such time the Company enters into additional Purchase Agreements, the Company will not incur any additional fees with respect to any Purchase Agreements. As of March 31, 2023, there are no forward obligations to settle the purchase of Portfolio Investments from the Financing Provider.

In consideration for the forward arrangement provided by the Financing Provider, the Company agreed to pay, subject to the satisfaction of the Warehouse Conditions, certain fees and expenses to the Financing Provider, including a financing fee with respect to the portion of the purchase amount that is funded equivalent to 2.75% to 2.95% per annum. For the three months ended March 31, 2022, financing fees of $3.4 million, were paid to the Financing Provider, which are included in interest expense on the Consolidated Statements of Operations.

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

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

For the three months ended March 31, 2022, $1.1 million, of fees (the “backstop fees”) were paid to the two non-affiliated guarantors, which are included in interest expense on the Consolidated Statements of Operations.
For the three months ended March 31, 2022, all of the income, expenses and mark-to-market gain/loss under all Purchase Agreements, in addition to other economic rights and obligations held by the Company, were recognized in the Company’s consolidated financial statements.
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Note 9. Net Assets

In connection with its formation, the Company has the authority to issue an unlimited number of Class S, Class I, Class D, and Class F common shares of beneficial interest at $0.01 per share par value. On July 23, 2021, the Adviser purchased 100 shares of the Company’s Class I common shares of beneficial interest at $25.00 per share.
As of February 3, 2022, the Company had satisfied the minimum offering requirement, and the Company’s Board had authorized the release of proceeds from escrow. As of such date, the Company issued and sold 20,437,880 shares (consisting of 7,074,280 Class I shares, 1,268,000 Class D Shares, and 12,095,600 Class F shares at an offering price of $25.00 per share), and the Escrow Agent released net proceeds of $510.9 million, of which $10.0 million was from an affiliate of the Adviser, to the Company as payment for such shares. Under the terms of the Company’s Declaration of Trust, all Common Shares have equal rights as to voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. As of March 31, 2023 and December 31, 2022, no Class S shares were outstanding.

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

The following table summarizes transactions in common shares of beneficial interest during the three months ended March 31, 2023:
SharesAmount
CLASS I
Subscriptions903,666 $21,893 
Share transfers between classes675,921 16,465 
Distributions reinvested352,176 8,526 
Share repurchases(377,320)(9,207)
Early repurchase deduction 15 
Net increase (decrease)1,554,443 $37,692 
CLASS D
Subscriptions1,249,379 $30,400 
Share transfers between classes  
Distributions reinvested182,009 4,406 
Share repurchases  
Early repurchase deduction 8 
Net increase (decrease)1,431,388 $34,814 
CLASS F
Subscriptions4,126,357 $100,409 
Share transfers between classes(675,921)(16,465)
Distributions reinvested1,012,997 24,524 
Share repurchases(681,306)(16,624)
Early repurchase deduction 39 
Net increase (decrease)3,782,127 $91,883 
Total net increase (decrease)6,767,958 $164,389 
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The following table summarizes transactions in common shares of beneficial interest during the three months ended March 31, 2022:
SharesAmount
CLASS I
Subscriptions10,707,249 $268,044 
Share transfers between classes  
Distributions reinvested29,909 751 
Share repurchases  
Early repurchase deduction  
Net increase (decrease)10,737,158 $268,795 
CLASS D
Subscriptions4,699,275 $117,825 
Share transfers between classes  
Distributions reinvested2,158 54 
Share repurchases  
Early repurchase deduction  
Net increase (decrease)4,701,433 $117,879 
CLASS F
Subscriptions20,951,925 $524,684 
Share transfers between classes  
Distributions reinvested27,671 694 
Share repurchases  
Early repurchase deduction  
Net increase (decrease)20,979,596 $525,378 
Total net increase (decrease)36,418,187 $912,052 

Net Asset Value per Share and Offering Price
The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table summarizes each month-end NAV per share for Class S, Class I, Class D and Class F common shares of beneficial interest during the three months ended March 31, 2023 and 2022:
NAV Per Share
For the Months Ended
Class S(1)
Class IClass DClass F
January 31, 2023$ $24.36 $24.36 $24.36 
February 28, 2023$ $24.56 $24.56 $24.56 
March 31, 2023$ $24.40 $24.40 $24.40 
(1) Class S has not commenced operations as of March 31, 2023.
NAV Per Share
For the Months Ended
Class S(1)
Class IClass DClass F
February 28, 2022$ $25.10 $25.10 $25.10 
March 31, 2022$ $25.09 $25.09 $25.09 
(1) Class S has not commenced operations as of March 31, 2022.
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Distributions
The Board authorizes and declares monthly distribution amounts per share of Class S, Class I, Class D, and Class F common shares of beneficial interest payable monthly in arrears. The following table presents distributions that were declared during the three months ended March 31, 2023:

Class I
Declaration DateRecord DatePayment Date
Distribution Per Share(2)
Distribution Amount
January 19, 2023January 31, 2023February 28, 2023$0.18100 $6,441 
February 28, 2023February 28, 2023March 31, 20230.19000 6,980 
March 28, 2023March 31, 2023April 28, 20230.20300 7,518 
Total$0.57400 $20,939 
Class D
Declaration DateRecord DatePayment Date
Distribution Per Share(1)(2)
Distribution Amount
January 19, 2023January 31, 2023February 28, 2023$0.17590 $3,173 
February 28, 2023February 28, 2023March 31, 20230.18530 3,351 
March 28, 2023March 31, 2023April 28, 20230.19780 3,752 
Total$0.55900 $10,276 
Class F
Declaration DateRecord DatePayment Date
Distribution Per Share(1)(2)
Distribution Amount
January 19, 2023January 31, 2023February 28, 2023$0.17090 $16,003 
February 28, 2023February 28, 2023March 31, 20230.18070 16,992 
March 28, 2023March 31, 2023April 28, 20230.19260 18,590 
Total$0.54420 $51,585 
(1) Distributions per share are net of shareholder servicing and/or distribution fees.
(2) Distributions per share include variable supplemental distributions of $0.021, $0.030, and $0.043 for January, February and March, respectively, for all share classes outstanding.


The following table presents distributions that were declared during the three months ended March 31, 2022:

Class I
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $958 
March 30, 2022March 31, 2022April 29, 20220.14640 1,572 
Total$0.28182 $2,530 

Class D
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $172 
March 30, 2022March 31, 2022April 29, 20220.14640 688 
Total$0.28182 $860 



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Class F
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $1,638 
March 30, 2022March 31, 2022April 29, 20220.14640 3,072 
Total$0.28182 $4,710 

Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan, pursuant to which the Company will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distributions in cash as provided below. As a result, if the Board authorizes, and the Company declares, a cash distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.
Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, borrowings, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.
Through March 31, 2023, a portion of the Company’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Company within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Company’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Company will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.
Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its Common Shares during the three months ended March 31, 2023:
Class IClass DClass F
Source of DistributionPer ShareAmountPer ShareAmountPer ShareAmount
Net investment income$0.5740 $20,939 $0.5590 $10,276 $0.5442 $51,585 
Net realized gains      
Total$0.5740 $20,939 $0.5590 $10,276 $0.5442 $51,585 
The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of Common Shares during the three months ended March 31, 2022:
Class IClass DClass F
Source of DistributionPer ShareAmountPer ShareAmountPer ShareAmount
Net investment income$0.2818 $2,530 $0.2818 $860 $0.2818 $4,710 
Net realized gains      
Total$0.2818 $2,530 $0.2818 $860 $0.2818 $4,710 

Share Repurchase Program
The Company has commenced a share repurchase program in which the Company intends to repurchase, in each quarter, up to 5% of the Company’s Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of the Company and the best interest of the shareholders. As a result, share repurchases may not be available each quarter. The Company intends to conduct such
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repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the Company’s share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, the Company expects 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 the Company’s 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 Company for the benefit of remaining shareholders across all shares.

The following table summarizes the share repurchases completed during the three months ended March 31, 2023:
Repurchase Deadline Request
Percentage of Outstanding Shares the Company Offered to Repurchase(1)
Repurchase Pricing DateAmount Repurchased (all classes)(2)Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Purchased(1)
March 2, 20235.00 %March 31, 2023$25,830 1,058,626 0.73 %
(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.

There were no share repurchases during the three months ended March 31, 2022.

Note 10. Financial Highlights
The following are the financial highlights for the three months ended March 31, 2023:
Three Months Ended March 31, 2023
Class IClass DClass F
Per Share Data:
Net asset value, beginning of period$23.88 $23.88 $23.88 
Net investment income (1)
0.67 0.65 0.64 
Net unrealized and realized gain (loss) (2)
0.42 0.43 0.42 
Net increase (decrease) in net assets resulting from operations1.09 1.08 1.06 
Distributions from net investment income (3)
(0.57)(0.56)(0.54)
Distributions from net realized gains (3)
   
Net increase (decrease) in net assets from shareholders' distributions(0.57)(0.56)(0.54)
Early repurchase deduction fees (6)
   
Total increase (decrease) in net assets0.52 0.52 0.52 
Net asset value, end of period$24.40 $24.40 $24.40 
Shares outstanding, end of period36,656,32218,969,64795,841,639
Total return based on NAV (4)
4.60 %4.53 %4.47 %
Ratios:
Ratio of net expenses to average net assets (5)
8.90 %9.18 %9.39 %
Ratio of net investment income to average net assets (5)
11.23 %11.01 %10.71 %
Portfolio turnover rate1.77 %1.77 %1.77 %
Supplemental Data:
Net assets, end of period$894,448 $462,874 $2,338,568 
Asset coverage ratio223.2 %223.2 %223.2 %
(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 Company's distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.
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(5)For the three months ended March 31, 2023, amounts are annualized except for non-recurring expenses.
(6)The per share amount rounds to less than $0.01 per share.

The following are the financial highlights for the three months ended March 31, 2022:

Three Months Ended March 31, 2022
Class IClass DClass F
Per Share Data:
Net asset value, beginning of period$25.00 $25.00 $25.00 
Net investment income (1)
0.44 0.38 0.43 
Net unrealized and realized gain (loss) (2)
(0.07)(0.01)(0.06)
Net increase (decrease) in net assets resulting from operations0.37 0.37 0.37 
Distributions from net investment income (3)
(0.28)(0.28)(0.28)
Distributions from net realized gains (3)
   
Net increase (decrease) in net assets from shareholders' distributions(0.28)(0.28)(0.28)
Total increase (decrease) in net assets0.09 0.09 0.09 
Net asset value, end of period$25.09 $25.09 $25.09 
Shares outstanding, end of period10,737,2584,701,43320,979,596
Total return based on NAV (4)
1.49 %1.49 %1.49 %
Ratios:
Ratio of net expenses to average net assets (5)
5.54 %3.23 %5.14 %
Ratio of net investment income to average net assets (5)
11.13 %9.66 %10.87 %
Portfolio turnover rate8.86 %8.86 %8.86 %
Supplemental Data:
Net assets, end of period$269,356 $117,937 $526,293 
Asset coverage ratio487.7 %487.7 %487.7 %
(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 Company's distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fee, if any.
(5)For the three months ended March 31, 2022, amounts are annualized except for non-recurring expenses. For the three months ended March 31, 2022, the ratio of total operating expenses to average net assets was 9.21%, 6.63% and 9.21% on Class I, Class D and Class F respectively, on an annualized basis, excluding the effect of expense support/(recoupment), distribution and shareholder servicing fees waiver, and management fee and income based incentive fee waivers by the Adviser which represented 3.67%, 3.40% and 4.08% on Class I, Class D and Class F, respectively, of average net assets.
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Note 11. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no additional subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in the consolidated financial statements as of March 31, 2023, except as discussed below.

Subscriptions
The Company received $64.0 million of net proceeds relating to the issuance of Class I shares, Class D shares, and Class F shares for subscriptions effective April 1, 2023.

The Company received $73.7 million of net proceeds relating to the issuance of Class I shares, Class D shares, and Class F shares for subscriptions effective May 1, 2023.

Distributions Declarations

On April 28, 2023, the Company’s Board declared net distributions of $0.1600 per Class I share, $0.1550 per Class D share, and $0.1500 per Class F share, all of which are payable on May 31, 2023 to shareholders of record as of April 30, 2023. Additionally, the Company’s Board declared variable supplemental distributions of $0.0440 for all share classes outstanding, all of which are payable on May 31, 2023 to shareholders of record as of April 30, 2023.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” This discussion contains forward-looking statements, which relate to future events, our future performance or financial condition and involves numerous risks and uncertainties. Actual results could differ materially from those implied or expressed in any forward-looking statements. Dollar amounts are in thousands, except per share data, percentages and as otherwise noted.
Overview and Investment Framework
We are an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. Formed as a Delaware statutory trust on December 23, 2020 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. We also intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code.
Under our Investment Advisory Agreement, we have agreed to pay the Adviser a 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.

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 to generally mean companies with approximately $75 million to $1 billion of “EBITDA” 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 the opportunity presents attractive investment characteristics and risk-adjusted returns. While our investment strategy primarily focuses on companies in the United States, we also intend to leverage HPS’s global presence to invest in companies in Europe, Australia and other locations outside the U.S., subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.” We also include a smaller allocation to more liquid credit investments such as broadly syndicated loans and corporate bonds. We intend to use these investments to maintain liquidity for our share repurchase program and to manage cash while seeking attractive returns before investing subscription proceeds into originated loans. 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 instruments other than secured debt with a view to enhancing returns, such as mezzanine debt, payment-in-kind notes, convertible debt and other unsecured debt instruments, structured debt that is not secured by financial or other assets, debtor-in-possession financings and equity in loan portfolios or portfolios of receivables (“Opportunistic Investments”), in each case taking into account availability of leverage for such investments and our target risk/return profile. 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 HPS funds. We expect to invest in co-investment transactions with other HPS funds.

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

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

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

our allocable portion of compensation (including salaries, bonuses, and benefits), overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) 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 performs duties for us; and (iii) any internal audit group personnel of HPS or any of its affiliates;

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

The Adviser 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 Company became obligated to reimburse the Adviser for such advanced expenses and the Adviser subsequently requested reimbursement of these expenses and was paid pursuant to the Expense Support Agreement. After such date, the Company bears 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 the Company’s NAV. We are obligated to reimburse the Adviser for such advanced expenses (including any additional expenses the Adviser elects to pays on our behalf), subject to certain conditions. See “—Expense Support and Conditional Reimbursement Agreement.” Any reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates.

From time to time, HPS (in its capacity as the Adviser and the Administrator) or their affiliates may pay third-party providers of goods or services. We will reimburse HPS (in its capacity as the Adviser and the Administrator) or such affiliates thereof for any such amounts paid on our behalf. From time to time, HPS (in its capacity as 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 and Conditional Reimbursement Agreement with the Adviser. For additional information see “Note 3. Fees, Expenses, Agreements and Related Party Transactions” to the consolidated financial statements.
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Portfolio and Investment Activity
Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):

As of and for the three months ended March 31, 2023
As of and for the three months ended March 31, 2022
Total investments, beginning of period$5,860,186 $— 
New investments purchased989,368 1,337,782 
Net accretion of discount on investments8,903 817 
Net realized gain (loss) on investments(10,731)17 
Investments sold or repaid(128,455)(64,490)
Total investments, end of period$6,719,271 $1,274,126 
The following table presents certain selected information regarding our investment portfolio:
March 31, 2023December 31, 2022
Weighted average yield on debt and income producing investments, at amortized cost(1)
11.5%10.9%
Weighted average yield on debt and income producing investments, at fair value(1)
11.6%11.1%
Number of portfolio companies209195
Weighted average EBITDA(2)
$181$178
Weighted average loan-to-value (“LTV”) (3)
41%41%
Percentage of debt investments bearing a floating rate, at fair value99.2%99.1%
Percentage of debt investments bearing a fixed rate, at fair value0.8%0.9%
(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or amortized cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
(2)Includes all private debt investments for which fair value is determined by the Adviser (with assistance, at least quarterly, from a third-party valuation firm, and subject to oversight by the Board) and excludes investments where net debt to EBITDA may not be the appropriate measure of credit risk. Figures are derived from the financial statements most recently obtained by the Adviser. Weighted average EBITDA is weighted based on the fair value of our total applicable private debt investments.
(3)Includes all private debt investments for which fair value is determined by the Adviser (with assistance, at least quarterly, from a third-party valuation firm, and subject to oversight by the Board). Figures are derived from the financial statements most recently obtained by the Adviser. LTV is calculated as net debt through each respective loan tranche divided by estimated enterprise value or value of the underlying collateral of the portfolio company. Weighted average LTV is weighted based on the fair value of the total applicable private debt investments.

Our investments consisted of the following:
March 31, 2023December 31, 2022
Amortized CostFair Value% of Total
Investments at
Fair Value
Amortized CostFair Value% of Total
Investments at
Fair Value
First lien debt$6,623,067 $6,558,981 98.58 %$5,755,124 $5,614,718 98.22 %
Second lien debt47,852 46,315 0.70 47,764 45,248 0.79 
Unsecured debt17,099 16,890 0.25 26,302 25,512 0.45 
Structured finance investments29,011 28,824 0.43 28,929 28,737 0.50 
Equity investments2,242 2,469 0.04 2,067 2,306 0.04 
Total$6,719,271 $6,653,479 100.00 %$5,860,186 $5,716,521 100.00 %




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As of March 31, 2023 and December 31, 2022, there were three and zero investments on non-accrual status, respectively. The following table shows the fair value of our performing and non-accrual debt investments as of March 31, 2023 and December 31, 2022:
March 31, 2023December 31, 2022
Fair ValuePercentageFair ValuePercentage
Performing $6,617,930 99.50 %$5,714,215 100.00 %
Non-accrual33,080 0.50 — — 
Total$6,651,010 100.00 %$5,714,215 100.00 %
The table below describes investments by industry composition based on fair value:
March 31, 2023December 31, 2022
 Software and Computer Services 19.36 %20.26 %
 Health Care Providers 11.72 11.56 
 Industrial Support Services 11.22 9.93 
 Media 8.52 8.83 
 Consumer Services 6.90 8.02 
 Non-life Insurance 5.65 5.56 
 Medical Equipment and Services 4.92 3.69 
 Travel and Leisure 4.48 2.79 
 General Industrials 4.10 4.64 
 Pharmaceuticals and Biotechnology 4.02 3.44 
 Industrial Engineering 3.23 3.26 
 Aerospace and Defense 3.13 2.97 
 Personal Care, Drug and Grocery Stores 1.64 2.05 
 Automobiles and Parts 1.60 2.07 
 Technology Hardware and Equipment 1.44 1.63 
 Food Producers 1.34 1.52 
 Personal Goods 1.09 1.23 
 Telecommunications Service Providers 0.94 1.25 
 Industrial Transportation 0.77 0.88 
 Finance and Credit Services 0.74 0.85 
 Real Estate Investment and Services 0.67 0.78 
 Gas, Water and Multi-utilities 0.66 0.76 
 Structured Finance 0.43 0.50 
 Retailers 0.27 0.36 
 Household Goods and Home Construction 0.25 0.31 
 Telecommunications Equipment 0.22 0.11 
 Electricity 0.18 0.15 
 Chemicals 0.18 0.12 
 Investment Banking and Brokerage Services 0.14 0.13 
 Life Insurance 0.09 0.10 
 Industrial Metals and Mining 0.04 0.05 
Leisure Goods0.03 0.15 
Construction and Materials 0.02 0.03 
Electronic and Electrical Equipment 0.01 0.02 
Total100.00 %100.00 %

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

March 31, 2023December 31, 2022
Australia4.06 %4.71 %
Canada0.68 0.65 
France0.39 0.44 
Italy1.95 2.23 
Spain0.46 0.52 
Taiwan0.63 0.74 
United Kingdom4.84 4.23 
United States86.99 86.48 
Total100.00 %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.
Results of Operations
The following table represents our operating results:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Total investment income$178,776 $18,169 
Net expenses82,158 5,787 
Net investment income before excise tax96,618 12,382 
Excise tax expense(5)— 
Net investment income after excise tax96,623 12,382 
Net realized gain (loss)(11,429)301 
Net change in unrealized appreciation (depreciation)73,835 (3,052)
   Net increase (decrease) in net assets resulting from operations$159,029 $9,631 
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.
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Investment Income
Investment income, was as follows:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Interest income$173,642 $17,438 
Payment-in-kind interest income4,730 617 
Other income404 114 
Total investment income$178,776 $18,169 
For the three months ended March 31, 2023, total investment income was $178.8 million, driven by our deployment of capital and income earned on the investments. The size of our investment portfolio at fair value was $6,653.5 million and our weighted average yield on debt and income producing securities at fair value was 11.6%.

For the three months ended March 31, 2022, total investment income was $18.2 million, driven by our deployment of capital and income earned on the investments funded by the Financing Provider under the Warehousing Transactions. The size of our investment portfolio at fair value was $1,270.9 million and our weighted average yield on debt and income producing securities at fair value was 6.8%.
Expenses
Expenses were as follows:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Interest expense$49,963 $5,750 
Management fees11,188 1,425 
Income based incentive fee14,248 1,016 
Distribution and shareholder servicing fees
Class D275 31 
Class F2,835 331 
Professional fees919 412 
Board of Trustees’ fees141 138 
Administrative service expenses573 214 
Other general & administrative1,651 551 
Amortization of continuous offering costs365 353 
Excise tax expense(5)— 
Total expenses (including excise tax expense)82,153 10,221 
Expense support— (2,827)
Reimbursable expenses previously borne by Adviser— 1,196 
Distribution and shareholder servicing fees waived— (362)
Management fees waived— (1,425)
Incentive fees waived— (1,016)
Net expenses (including excise tax expense)$82,153 $5,787 
Interest Expense
Total interest expense (including unused fees, amortization of deferred financing costs, financing fees and backstop fees) increased to $50.0 million for the three months ended March 31, 2023 from $5.8 million for the same period in the prior year primarily driven by increased borrowings under the Credit Facilities, short-term borrowings, and Unsecured Notes. The average principal debt outstanding increased to $2,672.4 million for the three months ended March 31, 2023 from $104.3 million for the same period in the prior year.
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Management Fees
Management fees increased to $11.2 million for the three months ended March 31, 2023 from $1.4 million for the same period 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. The Adviser had agreed to waive the management fee from the date on which the Company broke escrow for the Offering through December 31, 2022, which resulted in a waiver of $1.4 million for the three months ended March 31, 2022.
Income Based Incentive Fee
Income based incentive fees increased to $14.2 million for the three months ended March 31, 2023 from $1.0 million for the same period in the prior year primarily due to our deployment of capital. The Adviser had agreed to waive the income based incentive fee from the date on which the Company broke escrow for the Offering through December 31, 2022, which resulted in a waiver of $1.0 million for the three months ended March 31, 2022.
Capital Gains Incentive Fees
For the three months ended March 31, 2023 and 2022, there were no accrued capital gains incentive fees as there were cumulative net realized and unrealized losses since inception. The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.
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 Company. 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 $6.8 million for the three months ended March 31, 2023, from $2.0 million for the same period in the prior year primarily driven by an increase of distribution and shareholder servicing fees, professional fees, administrative service expenses and other general & administrative expenses due to servicing a growing portfolio.
Under the terms of the Administration Agreement 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 March 31, 2023, the Administrator charged $0.6 million, an increase from $0.2 million for the same period in the prior year, for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

We entered into an Expense Support Agreement with the Adviser. For additional information see “Note 3. Fees, Expenses, Agreements and Related Party Transactions” to the consolidated financial statements.
Income Taxes, Including Excise Taxes
We intend to elect to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify 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 March 31, 2023 and 2022, we incurred U.S. federal excise tax of $(0.0) million and $0.0 million, respectively.
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Net Realized Gain (Loss)
The realized gains and losses were comprised of the following:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Non-controlled/non-affiliated investments$(10,731)$17 
Foreign currency forward contracts(529)— 
Foreign currency transactions(169)284 
Net realized gain (loss)$(11,429)$301 
For the three months ended March 31, 2023, we generated realized loss of $11.4 million, which was primarily comprised of net realized losses on broadly syndicated loans, the restructuring of a debt investment and foreign currency forwards contracts.

For the three months ended March 31, 2022, we generated realized gains of $0.3 million, which was primarily comprised of net realized gains on foreign currency transactions.

Net Change in Unrealized Appreciation (Depreciation)

Net change in unrealized appreciation (depreciation) was comprised of the following:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Non-controlled/non-affiliated investments$77,873 $(3,156)
Foreign currency forward contracts(2,505)18 
Translation of assets and liabilities in foreign currencies(1,533)86 
Net change in unrealized appreciation (depreciation)$73,835 $(3,052)
For the three months ended March 31, 2023, the fair value of our debt investments increased due to spread tightening in both the public and private credit markets.

For the three months ended March 31, 2022, the fair value of our debt investments decreased due to spread widening in the credit markets.

Interest Rate Swaps

We use interest rate swaps to mitigate interest rate risk associated with the Company's fixed rate liabilities. We have designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies” 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 “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 7. Borrowings” for additional disclosure regarding the carrying value of our debt.
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, short-term borrowings, unsecured debt 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 March 31, 2023 and December 31, 2022, we had four and two asset-based leverage facilities, one and one corporate-level revolving credit facility, and four and two unsecured note issuances, respectively. 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. 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
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plus preferred stock, is at least 150%. As of March 31, 2023 and December 31, 2022, we had an aggregate amount of $3,000.5 million and $2,344.6 million, respectively, of debt outstanding and our asset coverage ratio was 223.18% and 247.37%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.
Cash and cash equivalents as of March 31, 2023, taken together with our $1,673.3 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 March 31, 2023, we had significant amounts payable and commitments for existing and new investments, which we planned to fund using proceeds from offering our Common Shares and available borrowing capacity under our credit facilities. Additionally, we held $856.7 million of syndicated loans and other liquid investments as of March 31, 2023, which could provide additional liquidity if necessary.
Although we were able to close on credit facilities and issue debt securities during the three months ended March 31, 2023, 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 March 31, 2023, we had $120.1 million in cash and cash equivalents. During the three months ended March 31, 2023, cash used in operating activities was $684.4 million, primarily as a result of funding portfolio investments of $965.6 million and partially offset by proceeds from sale of investments and principal repayments of $109.3 million and other operating uses of $171.8 million. Cash provided by financing activities was $730.3 million during the period, primarily as a result of new share issuances related to $152.7 million of subscriptions and net borrowings of $654.2 million.

As of March 31, 2022, we had $539.8 million in cash and cash equivalents. During the three months ended March 31, 2022, cash used in operating activities was $1,097.9 million, primarily as a result of funding portfolio investments of $1,287.2 million, partially offset by an increase in unsettled payables of $168.4 million proceeds from sale of investments and principal repayments of $14.6 million. Cash provided by financing activities was $1,637.7 million during the period, primarily as a result of new share issuances related $1,410.9 million of subscriptions and net borrowings of $235.6 million.
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Equity
The following table summarizes transactions in Common Shares of beneficial interest during the three months ended March 31, 2023:
SharesAmount
CLASS I
Subscriptions903,666 $21,893 
Share transfers between classes675,921 16,465 
Distributions reinvested352,176 8,526 
Share repurchases(377,320)(9,207)
Early repurchase deduction— 15 
Net increase (decrease)1,554,443 $37,692 
CLASS D
Subscriptions1,249,379 $30,400 
Share transfers between classes— — 
Distributions reinvested182,009 4,406 
Share repurchases— — 
Early repurchase deduction— 
Net increase (decrease)1,431,388 $34,814 
CLASS F
Subscriptions4,126,357 $100,409 
Share transfers between classes(675,921)(16,465)
Distributions reinvested1,012,997 24,524 
Share repurchases(681,306)(16,624)
Early repurchase deduction— 39 
Net increase (decrease)3,782,127 $91,883 
Total net increase (decrease)6,767,958 $164,389 

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The following table summarizes transactions in Common Shares of beneficial interest during the three months ended March 31, 2022:

SharesAmount
CLASS I
Subscriptions10,707,249 $268,044 
Share transfers between classes— — 
Distributions reinvested29,909 751 
Share repurchases— — 
Early repurchase deduction— — 
Net increase (decrease)10,737,158 $268,795 
CLASS D
Subscriptions4,699,275 $117,825 
Share transfers between classes— — 
Distributions reinvested2,158 54 
Share repurchases— — 
Early repurchase deduction— — 
Net increase (decrease)4,701,433 $117,879 
CLASS F
Subscriptions20,951,925 $524,684 
Share transfers between classes— — 
Distributions reinvested27,671 694 
Share repurchases— — 
Early repurchase deduction— — 
Net increase (decrease)20,979,596 $525,378 
Total net increase (decrease)36,418,187 $912,052 

Distributions and Distribution Reinvestment

The following table summarizes our distributions declared and payable for the three months ended March 31, 2023 (dollar amounts in thousands, except per share amounts):

Class I
Declaration DateRecord DatePayment Date
Distribution Per Share(2)
Distribution Amount
January 19, 2023January 31, 2023February 28, 2023$0.18100 $6,441 
February 28, 2023February 28, 2023March 31, 20230.19000 6,980 
March 28, 2023March 31, 2023April 28, 20230.20300 7,518 
Total$0.57400 $20,939 
Class D
Declaration DateRecord DatePayment Date
Distribution Per Share(1)(2)
Distribution Amount
January 19, 2023January 31, 2023February 28, 2023$0.17590 $3,173 
February 28, 2023February 28, 2023March 31, 20230.18530 3,351 
March 28, 2023March 31, 2023April 28, 20230.19780 3,752 
Total$0.55900 $10,276 

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Class F
Declaration DateRecord DatePayment Date
Distribution Per Share(1)(2)
Distribution Amount
January 19, 2023January 31, 2023February 28, 2023$0.17090 $16,003 
February 28, 2023February 28, 2023March 31, 20230.18070 16,992 
March 28, 2023March 31, 2023April 28, 20230.19260 18,590 
Total$0.54420 $51,585 
(1)Distributions per share are net of shareholder servicing and/or distribution fees.
(2)Distributions per share include variable supplemental distributions of $0.021, $0.030, and $0.043 for January, February and March, respectively, for all share classes outstanding


The following table presents distributions that were declared during the three months ended March 31, 2022 (dollar amounts in thousands, except per share amounts):

Class I
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $958 
March 30, 2022March 31, 2022April 29, 20220.14640 1,572 
Total$0.28182 $2,530 

Class D
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $172 
March 30, 2022March 31, 2022April 29, 20220.14640 688 
Total$0.28182 $860 

Class F
Declaration DateRecord DatePayment DateDistribution Per ShareDistribution Amount
February 27, 2022February 28, 2022March 31, 2022$0.13542 $1,638 
March 30, 2022March 31, 2022April 29, 20220.14640 3,072 
Total$0.28182 $4,710 

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 that has not “opted out” of 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 three months ended March 31, 2023:
Class IClass DClass F
Source of DistributionPer ShareAmountPer ShareAmountPer ShareAmount
Net investment income$0.5740 $20,939 $0.5590 $10,276 $0.5442 $51,585 
Net realized gains— — — — — — 
Total$0.5740 $20,939 $0.5590 $10,276 $0.5442 $51,585 
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The following table reflects the sources of cash distributions on a U.S. GAAP basis that the Company has declared on its shares of common stock during the three months ended March 31, 2022:
Class IClass DClass F
Source of DistributionPer ShareAmount
Per Share
Amount
Per Share
Amount
Net investment income$0.2818 $2,530 $0.2818 $860 $0.2818 $4,710 
Net realized gains— — — — — — 
Total$0.2818 $2,530 $0.2818 $860 $0.2818 $4,710 
Share Repurchase Program
At the discretion of the Board, we have commenced a share repurchase program in which we may repurchase, in each quarter, up to 5% of the NAV of our Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on 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 Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase 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.
The following table further summarizes the share repurchases completed during the three months ended March 31, 2023:
Repurchase Deadline Request
Percentage of Outstanding Shares the Company Offered to Repurchase(1)
Repurchase Pricing Date
Amount Repurchased (all classes)(2)
Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Purchased(1)
March 2, 20235.00 %March 31, 2023$25,830 1,058,626 0.73 %
(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.

There were no share repurchases during the three months ended March 31, 2022.
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Borrowings
Our outstanding debt obligations were as follows:
March 31, 2023
Aggregate
Principal
Committed
Outstanding
Principal
Carrying
Value
Unused
Portion(1)
Amount
Available(2)
HLEND A Funding Facility(3)
$800,000 $604,569 $604,569 $195,431 $12,242 
HLEND B Funding Facility(4)
1,000,000 512,560 512,560 487,440 403,425 
HLEND C Funding Facility400,000 100,000 100,000 300,000 235,548 
HLEND D Funding Facility250,000 — — 250,000 — 
Revolving Credit Facility(5)
1,125,000 684,589 684,589 440,411 440,411 
November 2025 Notes(6)
170,000 170,000 169,019 — — 
November 2027 Notes(6)
155,000 155,000 154,733 — — 
March 2026 Notes(7)
276,000 276,000 276,923 — — 
March 2028 Notes(7)
124,000 124,000 124,892 — — 
Short-Term Borrowings373,745 373,745 373,745 — — 
Total$4,673,745 $3,000,463 $3,001,030 $1,673,282 $1,091,626 

(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in Euros (EUR) of 7.5 million, in Australian Dollars (AUD) of 34.9 million, and in British Pounds (GBP) of 12.9 million.
(4)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in Euros (EUR) of 3.4 million, in Australian Dollars (AUD) of 39.0 million, and in British Pounds (GBP) of 36.3 million.
(5)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of March 31, 2023, the Company had outstanding borrowings denominated in Euros (EUR) of 132.4 million, in Australian Dollars (AUD) of 285.3 million, in Canadian Dollars (CAD) of 47.1 million and in British Pounds (GBP) of 102.6 million.
(6)The carrying value of the Company's November 2025 Notes and November 2027 Notes are presented net of unamortized debt issuance costs of $1.7 million and $1.6 million, respectively, as of March 31, 2023 and includes the change in the notes carrying value of $0.7 million and $1.4 million, respectively, as a result of the qualifying fair value hedge relationship as described above.
(7)The carrying value of the Company's March 2026 Notes and March 2028 Notes are presented net of unamortized debt issuance costs of $2.5 million and $1.1 million, respectively, as of March 31, 2023 and includes the change in the notes carrying value of $3.4 million and $2.0 million, respectively, as a result of the qualifying fair value hedge relationship as described above.









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December 31, 2022
Aggregate
Principal
Committed
Outstanding
Principal
Carrying
Value
Unused
Portion(1)
Amount
Available(2)
HLEND A Funding Facility(3)
$800,000 $453,663 $453,663 $346,337 $138,870 
HLEND B Funding Facility(4)
1,000,000 482,084 482,084 517,916 104,760 
Revolving Credit Facility(5)
1,125,000 704,819 704,819 420,181 420,181 
November 2025 Notes(6)
170,000 170,000 168,462 — — 
November 2027 Notes(6)
155,000 155,000 153,958 — — 
Short-Term Borrowings379,081 379,081 379,081 — — 
Total$3,629,081 $2,344,647 $2,342,067 $1,284,434 $663,811 
(1)The unused portion is the amount upon which commitment fees, if any, are based.
(2)The amount available reflects any limitations related to each respective credit facility’s borrowing base.
(3)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of December 31, 2022, the Company had outstanding borrowings denominated in Euros (EUR) of 8.3 million, in Australian Dollars (AUD) of 34.9 million, and in British Pounds (GBP) of 14.3 million.
(4)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of December 31, 2022, the Company had outstanding borrowings denominated in Euros (EUR) of 3.4 million, in Australian Dollars (AUD) of 39.0 million, and in British Pounds (GBP) of 36.3 million.
(5)The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of December 31, 2022, the Company had outstanding borrowings denominated in Euros (EUR) of 111.2 million, in Australian Dollars (AUD) of 285.3 million, in Canadian Dollars (CAD) of 47.1 million and in British Pounds (GBP) of 59.5 million.
(6)The carrying value of the Company's November 2025 Notes and November 2027 Notes are presented net of unamortized debt issuance costs of $1.9 million and $1.7 million, respectively, as of December 31, 2022 and includes the change in the notes carrying value of $0.3 million and $0.7 million, respectively, as a result of the qualifying fair value hedge relationship as described above.

A summary of our contractual payment obligations under our credit facilities, unsecured notes and other short-term borrowings as of March 31, 2023, is as follows:
March 31, 2023
TotalLess than 1 year1-3 years
3-5 years
After 5 years
HLEND A Funding Facility$604,569 $— $— $604,569 $— 
HLEND B Funding Facility512,560 — — 512,560 — 
HLEND C Funding Facility100,000 — — — 100,000 
HLEND D Funding Facility— — — — — 
Revolving Credit Facility684,589 — — 684,589 — 
November 2025 Notes170,000 — 170,000 — — 
November 2027 Notes155,000 — — 155,000 — 
March 2026 Notes276,000 — 276,000 — — 
March 2028 Notes124,000 — — 124,000 — 
Short-Term Borrowings373,745 373,745 — — — 
Total$3,000,463 $373,745 $446,000 $2,080,718 $100,000 

For additional information on our debt obligations see “Note 7. Borrowings” to the consolidated financial statements.
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 March 31, 2023 and December 31, 2022, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $792.8 million and $895.9 million, respectively.
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Warehousing Transactions
We entered into a warehouse transaction whereby we agreed, subject to certain conditions, to purchase certain assets from a party unaffiliated with the Adviser. Such warehousing transaction was designed to assist us in deploying capital upon receipt of subscriptions. The portfolio investments primarily consisted of newly originated, privately negotiated senior secured term loans to middle market companies consistent with the Company’s investment strategy. For additional information, see “Note 8. Commitment and Contingencies” to the consolidated financial statements.
Other Commitments and Contingencies
From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2023, management is not aware of any pending or threatened litigation.
Related-Party Transactions
We entered into a number of business relationships with affiliated or related parties, including the following:
the Investment Advisory Agreement;
the Administration Agreement; and
Expense Support and Conditional Reimbursement Agreement;
In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. For additional information, see “Note 3. Fees. Expenses, Agreements and Related Party Transactionsto the consolidated financial statements.
Performance
The year-to-date (“YTD”) total return based on NAV for each of our share classes are as follows:
Inception Date
YTD Return (1)
Class S (2)
N/AN/A
Class I (no upfront placement fee)February 3, 20224.60 %
Class I (with upfront placement fee)February 3, 20222.50 %
Class D (no upfront placement fee)February 3, 20224.53 %
Class D (with upfront placement fee)February 3, 20222.44 %
Class F (no upfront placement fee)February 3, 20224.47 %
Class F (with upfront placement fee)February 3, 20222.38 %
(1)Performance is through March 31, 2023 and assumes the maximum allowable placement fee (if applicable) and that distributions are reinvested pursuant to our distribution reinvestment plan. Amounts are not annualized.
(2)Class S has not commenced operations as of March 31, 2023.
Recent Developments
Subscriptions
The Company received $64.0 million of net proceeds relating to the issuance of Class I shares, Class D shares, and Class F shares for subscriptions effective April 1, 2023.

The Company received $73.7 million of net proceeds relating to the issuance of Class I shares, Class D shares, and Class F shares for subscriptions effective May 1, 2023.

Distributions Declarations

On April 28, 2023, the Company’s Board declared net distributions of $0.1600 per Class I share, $0.1550 per Class D share, and $0.1500 per Class F share, all of which are payable on May 31, 2023 to shareholders of record as of April 30, 2023. Additionally, the
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Company’s Board declared variable supplemental distributions of $0.0440 for all share classes outstanding, all of which are payable on May 31, 2023 to shareholders of record as of April 30, 2023.
Critical Accounting Estimates

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ.
Investments and Fair Value Measurements
The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurement, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.
Investments that are listed or traded on an exchange and are freely transferrable are valued at either the closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) on the principal exchange on which the investment is listed or traded. Investments for which other market quotations are readily available will typically be valued at those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Where it is possible to obtain reliable, independent market quotations from a third party vendor, the Company uses these quotations to determine the value of its investments. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. The Adviser obtains these market quotations from independent pricing services, if available; otherwise from one or more broker quotes. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment.

Where prices or inputs are not available or, in the judgment of the Adviser, not reliable, valuation approaches based on the facts and circumstances of the particular investment will be utilized. Securities that are not publicly traded or for which market prices are not readily available, as will be the case for a substantial portion of the Company’s investments, are valued at fair value as determined in good faith by the Adviser as the Company’s valuation designee under Rule 2a-5 under the 1940 Act, pursuant to the Company’s valuation policy, and under the oversight of the Board, based on, among other things, the input of one or more independent valuation firms retained by the Company to review the Company’s investments. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.
With respect to the quarterly valuation of investments, the Company undertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available as of the last calendar day of each quarter, which includes, among other procedures, the following:
The valuation process begins with each investment being preliminarily valued by the Adviser’s valuation team in consultation with the Adviser’s investment professionals responsible for each portfolio investment;
In addition, independent valuation firms retained by the Company prepare quarter-end valuations of each such investment that was (i) originated or purchased prior to the first calendar day of the quarter and (ii) is not a de minimis investment, as determined by the Adviser. The independent valuation firms provide a final range of values on such investments to the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;
The Adviser’s valuation committee with respect to the Company (the “Valuation Committee”) reviews each valuation recommendation to confirm they have been calculated in accordance with the Company’s valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable; 
The Adviser’s Valuation Committee then determines fair value marks for each of the Company’s portfolio investments; and
The Board and Audit Committee periodically review the valuation process and provide oversight in accordance with the requirements of Rule 2a-5 under the 1940 Act.

As part of the valuation process, the Company takes into account relevant factors in determining the fair value of our investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, of: (i)
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the estimated enterprise value of a portfolio company, generally based on an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, and (v) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Adviser considers whether the pricing indicated by the external event corroborates its valuation.
The Company has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of the Company’s portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and the Company and the Adviser may reasonably rely on that assistance. However, the Adviser is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy, the Board’s oversight and a consistently applied valuation process.
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.
The Company’s accounting policy on the fair value of our investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company’s consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations, on the consolidated financial statements.
See “Note 5. Fair Value Measurements” to the consolidated financial statements for more information on the fair value of the Company’s investments.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including valuation risk and interest rate risk.
Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by the Adviser as the Company’s valuation designee under Rule 2a-5 under the 1940 Act, based on, among other things, the input of independent third-party valuation firms retained by the Company, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of March 31, 2023, 99.2% of our performing debt investments at fair value were at floating rates. Additionally, we entered into interest rate swaps with certain of our Notes in order to align the interest rates of our liabilities with our investment portfolio. Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2023, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base rate floors and ceilings for floating rate instruments) and assuming no changes in our investment and borrowing structure:
Interest IncomeInterest ExpenseNet Income
Up 300 basis points$204,960 $(85,139)$119,821 
Up 200 basis points136,640 (56,759)79,881 
Up 100 basis points68,320 (28,380)39,940 
Down 100 basis points(68,320)28,380 (39,940)
Down 200 basis points(136,640)56,759 (79,881)
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We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors.

In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the risk factors set forth in “Item 1A Risk Factors” in our annual report on Form 10‑K for the year ended December 31, 2022 as well as the risk factors set forth in “Risk Factors” of the Post-Effective Amendment No. 1 to our registration statement on Form N-2 filed on April 28, 2023, which could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results. There have been no material changes during the three months ended March 31, 2023 to the risk factors set forth in “Risk Factors” of the Post-Effective Amendment No. 1 to our registration statement on Form N-2 filed on April 28, 2023, except as set forth below.

The Company is Subject to Risks Relating to Volatility in the Banking Sector.

In March 2023, Silicon Valley Bank and Signature Bank were closed by U.S. state regulators and placed under receivership by the U.S. Federal Deposit Insurance Corporation (“FDIC”), and in May 2023, JPMorgan Chase acquired a substantial majority of assets and assumed certain liabilities of First Republic Bank. Following these high-profile events, several other U.S. and 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. At this time, it is not clear if there will be additional banking institution failures and whether (and to what extent) U.S. or non-U.S. governments will intervene to support the relevant banking institutions. 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 Company fail or are impacted by such volatility, such events could have a material adverse effect on the Company 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 Company’s assets are or may be held by a limited number of banking institutions (or even a single banking institution). If a banking institution at which the Company maintains deposit accounts or securities accounts fails, any cash or other assets in such accounts may be temporarily inaccessible or permanently lost by the Company. Generally, the Company 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 Company 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 Company fails, the Company 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 Company’s credit facilities and accounts are provided by the same banking institution, and such banking institution fails, the Company 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 Company remain solvent, continued volatility in the banking sector could cause or intensify an economic recession and make it more difficult for the Company 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 Company invests have depositor or lending arrangements may fail. This would have a material adverse effect on such portfolio companies, the Company and its shareholders, including by preventing such portfolio companies from making principal and interest payments or other applicable payments owed with respect to the Company’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 Company invests. Instead, the Manager and the Administrator generally rely on the management team of the portfolio companies to select appropriate banking services.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Share Repurchases
We have commenced a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. Our Board of Trustees may amend or suspend the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.
Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV.

The following table sets forth information regarding repurchases of shares of our common stock during the three months ended March 31, 2023 (dollars in thousands):
Offer DateRepurchase Deadline RequestPurchase Price per ShareNumber of Shares Repurchased (all classes)Amount Repurchased (all classes)
February 2, 2023March 2, 2023$24.40 1,058,626 $25,830 

Item 3. Defaults Upon Senior Securities.

None.
Item 4. Mine Safety Disclosures.

Not applicable.
Item 5. Other Information.

None.
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Item 6. Exhibits.

Exhibit
Number
Description of Exhibits
101.INSInline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104*Cover Page Interactive Data File (embedded within the Inline XBRL document)*
*Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HPS Corporate Lending Fund
May 15, 2023/s/ Michael Patterson
Michael Patterson
Chief Executive Officer
May 15, 2023/s/ Robert Busch
Robert Busch
Chief Financial Officer

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