hps-20230630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________

FORM 10-Q

_____________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


o			TRANSITION 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 class

Trading Symbol(s)

Name of each exchange on which registered

None

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 filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
Emerging growth company	x

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 August 10, 2023 was 0, 39,606,632, 22,150,799 and 103,824,166 of Class S, Class I, Class D, and Class F common shares, respectively. Common shares outstanding exclude August 1, 2023 subscriptions since the issuance price is not yet finalized at the date of this filing.

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		Page

PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Statements of Assets and Liabilities as of June 3 0 , 2023 (Unaudited) and December 31, 2022	2
	Consolidated Statements of Operations for the three and six months ended June 3 0 , 2023 and 2022 (Unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three and six months ended June 3 0 , 2023 and 2022 (Unaudited)	5
	Consolidated Statements of Cash Flows for the six months ended June 3 0 , 2023 and 2022 (Unaudited)	6
	Consolidated Schedules of Investments as of June 3 0 , 2023 (Unaudited) and December 31, 2022	8
	Notes to Consolidated Financial Statements (Unaudited)	35
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	74
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	94
Item 4.	Controls and Procedures	94

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	96
Item 1A.	Risk Factors	96
Item 2.	Unregistered Sales of Equity Securities , Use of Procee ds , and Issuer Purchases of Equ ity Securities	96
Item 3.	Defaults Upon Senior Securities	96
Item 4.	Mine Safety Disclosures	96
Item 5.	Other Information	97
Item 6.	Exhibits	97
Signatures

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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 Advisors, 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)


	June 30, 2023		December 31, 2022
ASSETS	(Unaudited)
Investments at fair value
Non-controlled/non-affiliated investments (amortized cost of $7,053,034 and $5,860,186 at June 30, 2023 and December 31, 2022, respectively)	$	7,025,359	$	5,716,521
Cash and cash equivalents	187,828		74,241
Interest receivable	56,861		51,778
Deferred financing costs	28,863		20,187
Deferred offering costs	1,067		310
Derivative assets, at fair value (Note 6)	—		991
Receivable for investments sold	17,536		8,591
Other assets	966		410
Total assets	$	7,318,480	$	5,873,029
LIABILITIES
Debt (net of unamortized debt issuance costs of $6,409 and $3,572 at June 30, 2023 and December 31, 2022, respectively)	$	3,137,808	$	2,342,067
Payable for investments purchased	35,370		—
Interest payable	39,616		17,440
Derivative liabilities, at fair value (Note 6)	6,275		2,136
Due to affiliates	11,741		5,250
Distribution payable (Note 9)	32,319		39,090
Payable for share repurchases (Note 9)	98,594		9,814
Management fees payable (Note 3)	4,096		—
Income based incentive fees payable (Note 3)	17,211		—
Shareholder servicing fee payable	2,289		1,032
Accrued expenses and other liabilities	145		928
Total liabilities	3,385,464		2,417,757
Commitments and contingencies (Note 8)
NET ASSETS
Common Shares, $0.01 par value (159,094,173 and 144,699,650 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively)	1,591		1,447
Additional paid in capital	3,923,754		3,574,281
Distributable earnings (loss)	7,671		(120,456)
Total net assets	3,933,016		3,455,272
Total liabilities and net assets	$	7,318,480	$	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)


	June 30, 2023		December 31, 2022
NET ASSET VALUE PER SHARE	(Unaudited)
Class I Shares:
Net assets	$	949,403	$	838,207
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	38,403,644		35,101,879
Net asset value per share	$	24.72	$	23.88
Class D Shares:
Net assets	$	504,572	$	418,798
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	20,410,089		17,538,259
Net asset value per share	$	24.72	$	23.88
Class F Shares:
Net assets	$	2,479,041	$	2,198,267
Common Shares outstanding ($0.01 par value, unlimited shares authorized)	100,280,440		92,059,512
Net asset value per share	$	24.72	$	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 June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	206,356	$	36,341	$	379,998	$	53,779
Payment-in-kind interest income	8,161		1,024		12,891		1,641
Dividend income	47		—		47		—
Other income	1,241		385		1,645		499
Total investment income	215,805		37,750		394,581		55,919
Expenses:
Interest expense	61,600		3,049		111,563		8,799
Management fees	12,070		5,656		23,258		7,081
Income based incentive fee	17,211		3,319		31,459		4,335
Distribution and shareholder servicing fees
Class D	313		137		588		168
Class F	3,055		1,370		5,890		1,701
Professional fees	1,285		578		2,204		990
Board of Trustees’ fees	145		125		286		263
Administrative service expenses (Note 3)	581		539		1,154		753
Other general & administrative	2,044		702		3,695		1,253
Amortization of continuous offering costs	389		547		754		900
Total expenses	98,693		16,022		180,851		26,243
Expense support (Note 3)	—		(1,443)		—		(4,270)
Reimbursable expenses previously borne by Adviser (Note 3)	—		—		—		1,196
Distribution and shareholder servicing fees waived (Note 3)	—		(1,507)		—		(1,869)
Management fees waived (Note 3)	—		(5,656)		—		(7,081)
Incentive fees waived (Note 3)	—		(3,319)		—		(4,335)
Net expenses	98,693		4,097		180,851		9,884
Net investment income before excise tax	117,112		33,653		213,730		46,035
Excise tax expense	—		—		(5)		—
Net investment income after excise tax	117,112		33,653		213,735		46,035
Net realized and change in unrealized gain (loss):
Realized gain (loss):
Non-controlled/non-affiliated investments	365		61		(10,366)		78
Foreign currency forward contracts	(7,152)		82		(7,681)		82
Foreign currency transactions	27		2,989		(142)		3,273
Net realized gain (loss)	(6,760)		3,132		(18,189)		3,433
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	38,117		(67,845)		115,990		(71,001)
Foreign currency forward contracts	3,409		29		904		47
Translation of assets and liabilities in foreign currencies	(5,960)		4,436		(7,493)		4,522
Net change in unrealized appreciation (depreciation)	35,566		(63,380)		109,401		(66,432)
Net realized and change in unrealized gain (loss)	28,806		(60,248)		91,212		(62,999)
Net increase (decrease) in net assets resulting from operations	$	145,918	$	(26,595)	$	304,947	$	(16,964)

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 June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Increase (decrease) in net assets from operations:
Net investment income	$	117,112	$	33,653	$	213,735	$	46,035
Net realized gain (loss)	(6,760)		3,132		(18,189)		3,433
Net change in unrealized appreciation (depreciation)	35,566		(63,380)		109,401		(66,432)
Net increase (decrease) in net assets resulting from operations	145,918		(26,595)		304,947		(16,964)
Distributions to common shareholders:
Class I	(23,136)		(8,757)		(44,075)		(11,287)
Class D	(12,317)		(3,882)		(22,593)		(4,742)
Class F	(58,567)		(19,450)		(110,152)		(24,160)
Net decrease in net assets resulting from distributions	(94,020)		(32,089)		(176,820)		(40,189)
Share transactions:
Class I:
Proceeds from shares sold	38,749		289,853		60,642		557,897
Share transfers between classes	—		—		16,465		—
Distributions reinvested	8,064		3,250		16,590		4,001
Repurchased shares, net of early repurchase deduction	(4,144)		5		(13,336)		5
Net increase (decrease) from share transactions	42,669		293,108		80,361		561,903
Class D:
Proceeds from shares sold	49,495		136,150		79,895		253,975
Share transfers between classes	5,462		—		5,462		—
Distributions reinvested	5,024		925		9,430		979
Repurchased shares, net of early repurchase deduction	(25,085)		2		(25,077)		2
Net increase (decrease) from share transactions	34,896		137,077		69,710		254,956
Class F:
Proceeds from shares sold	158,441		856,747		258,850		1,381,431
Share transfers between classes	(5,462)		—		(21,927)		—
Distributions reinvested	24,055		5,972		48,579		6,666
Repurchased shares, net of early repurchase deduction	(69,371)		(987)		(85,956)		(987)
Net increase (decrease) from share transactions	107,663		861,732		199,546		1,387,110
Total increase (decrease) in net assets	237,126		1,233,233		477,744		2,146,816
Net assets, beginning of period	3,695,890		913,586		3,455,272		3
Net assets, end of period	$	3,933,016	$	2,146,819	$	3,933,016	$	2,146,819

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

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HPS Corporate Lending Fund

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	304,947	$	(16,964)
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	(115,990)		71,001
Net realized (gain) loss on investments	10,366		(78)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts	(904)		(47)
Net change in unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	7,696		—
Net accretion of discount and amortization of premium, net	(17,778)		(2,874)
Amortization of deferred financing costs	2,738		444
Amortization of debt issuance costs	809		—
Amortization of offering costs	754		900
Payment-in-kind interest capitalized	(12,458)		(1,556)
Purchases of investments	(1,539,183)		(3,165,369)
Proceeds from sale of investments and principal repayments	366,205		72,612
Changes in operating assets and liabilities:
Interest receivable	(5,083)		(20,399)
Receivable for investments sold	(8,945)		(2,978)
Other assets	(556)		—
Payable for investments purchased	35,370		271,569
Interest payable	22,176		2,167
Due to affiliates	6,491		3,186
Management fees payable	4,096		—
Income based incentive fees payable	17,211		—
Shareholder servicing fee payable	1,257		—
Accrued expenses and other liabilities	(783)		137
Net cash provided by (used in) operating activities	(921,564)		(2,788,249)
Cash flows from financing activities:
Borrowings on debt	2,253,726		1,586,471
Repayments of debt	(1,456,808)		(798,100)
Deferred financing costs paid	(11,416)		(12,909)
Debt issuance costs paid	(3,646)		—
Deferred offering costs paid	(1,511)		(2,253)
Proceeds from issuance of Common Shares	399,387		2,193,303
Common Shares repurchased, net of early repurchase deduction	(35,589)		—
Distributions paid in cash	(108,992)		(15,612)
Net cash provided by (used in) financing activities	1,035,151		2,950,900
Net increase (decrease) in cash and cash equivalents	113,587		162,651
Cash and cash equivalents, beginning of period	74,241		3
Cash and cash equivalents, end of period	$	187,828	$	162,654

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

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HPS Corporate Lending Fund

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Supplemental information and non-cash activities:
Interest paid during the period	$	89,387	$	6,632
Taxes paid during the period	$	819	$	—
Distribution payable	$	32,319	$	12,931
Share repurchases accrued but not paid	$	98,594	$	980
Reinvestment of distributions during the period	$	74,599	$	11,646
Non-cash purchases of investments	$	28,861	$	49,940
Non-cash sales of investments	$	(28,861)	$	(49,940)

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

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HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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			$	(44)		$	(94)
Arcfield Acquisition Corp (4)(11)		L +	5.75%		11.07%		3/10/2028		20,343				20,004			19,620
Asdam Operations Pty Ltd (4)(6)(9)		B +	5.75%		9.94%		8/22/2028		A$	3,614			2,407			2,330
Asdam Operations Pty Ltd (4)(6)(7)(9)							8/22/2028		A$	5,421			(103)			(116)
Asdam Operations Pty Ltd (4)(6)(9)		B +	5.75%		9.94%		8/22/2028		A$	41,558			27,778			26,791
Cadence - Southwick, Inc. (4)(7)(12)							5/3/2028		11,291				(329)			(328)
Cadence - Southwick, Inc. (4)(12)		SF +	6.75%		11.94%		5/3/2029		41,633				40,406			40,417
Cobham Holdings Inc. (4)(7)(11)							1/10/2028		4,614				(125)			(126)
Cobham Holdings Inc. (4)(11)		SF +	6.75%		11.99%		1/9/2030		37,618				36,554			36,556
Sequa Corp (4)(7)(12)							11/23/2027		13,676				(613)			(410)
Sequa Corp (4)(12)		SF +	7.00%		12.16%		11/24/2028		127,668				121,681			123,842
													247,616			248,482			6.32	%
Automobiles and Parts
Clarios Global LP (8)		SF +	3.75%		8.85%		5/4/2030		15,000				14,917			14,984
Foundation Automotive Us Corp (4)(7)(12)		SF +	7.75%		13.00%		12/24/2027		27,508				3,908			2,718
Foundation Automotive Corp (4)(6)(12)		SF +	7.75%		13.25%		12/24/2027		16,003				15,800			15,095
Foundation Automotive Us Corp (4)(12)		SF +	7.75%		13.25%		12/24/2027		39,617				39,118			37,370
Oil Changer Holding Corporation (4)(12)		L +	6.75%		12.10%		2/8/2027		40,804				40,489			40,025
Oil Changer Holding Corporation (4)(12)		L +	6.75%		12.10%		2/8/2027		8,567				8,503			8,403
													122,735			118,595			3.02	%
Chemicals
Illuminate Buyer, LLC (8)		SF +	3.50%		8.72%		6/30/2027		12,185				12,038			12,098
													12,038			12,098			0.31	%
Construction and Materials
Nexus Intermediate III, LLC (4)(7)(11)							12/6/2027		300				(4)			—
Nexus Intermediate III, LLC (4)(11)		SF +	5.25%		10.82%		12/6/2027		1,070				1,056			1,070
													1,052			1,070			0.03	%
Consumer Services
AI Learning (Singapore) PTE. LTD. (4)(6)(13)		SORA +	8.25% (incl 4.00% PIK)		12.00%		5/25/2027		43,183		S$		30,932			30,999
American Academy Holdings, LLC (4)(12)		L +	11.00% (incl 5.25% PIK)		16.19%		1/2/2025		52,735				52,775			52,423
Auctane Inc (4)(11)		L +	5.75%		10.94%		10/5/2028		24,688				24,688			24,294
Club Car Wash Operating, LLC (4)(7)(12)		SF +	7.00%		12.39%		6/16/2027		54,003				39,126			38,305
Club Car Wash Operating, LLC (4)(12)		SF +	7.00%		12.39%		6/16/2027		27,027				26,713			26,165
Ensemble RCM LLC (8)		SF +	3.75%		8.90%		8/3/2026		1,990				1,983			1,991
Express Wash Concepts (4)(7)(12)		SF +	6.25%		11.45%		4/30/2027		47,402				34,433			33,150
Express Wash Concepts (4)(12)		SF +	6.25%		11.45%		4/30/2027		26,663				26,451			25,734
Houghton Mifflin Harcourt Company (9)		SF +	5.25%		10.45%		4/6/2029		29,775				29,000			25,569
PECF USS Intermediate Holding III Corporation (9)		L +	4.25%		9.52%		12/15/2028		14,787				14,713			12,187
Polyconcept North America Holdings, Inc. (11)		SF +	5.50%		10.60%		5/18/2029		23,125				22,718			21,986
Spotless Brands, LLC (4)(12)		SF +	6.50%		11.72%		7/25/2028		21,647				21,277			21,469
Spotless Brands, LLC (4)(12)		SF +	6.50%		11.74%		7/25/2028		16,063				15,790			15,931
Spotless Brands, LLC (4)(12)		SF +	6.50%		11.72%		7/25/2028		105,867				104,036			104,995
Spotless Brands, LLC (4)(7)(12)							7/25/2028		5,175				(86)			(43)

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
Thrasio LLC (12)		SF +	7.00%		12.50%		12/18/2026		2,912			2,903		2,272
Trugreen Limited Partnership (11)		SF +	4.00%		9.20%		11/2/2027		9,863			9,751		9,104
WMB Holdings Inc (9)		SF +	3.25%		8.45%		8/31/2029		2,103			2,045		2,109
Zips Car Wash, LLC (4)(12)		SF +	7.25%		12.45%		3/1/2024		26,180			26,172		25,798
Zips Car Wash, LLC (4)(7)(12)		SF +	7.25%		12.49%		3/1/2024		39,640			15,130		14,848
Zips Car Wash, LLC (4)(12)		SF +	7.25%		12.44%		3/1/2024		990			987		976
												501,537		490,262		12.47	%
Electricity
Hamilton Projects Acquiror, LLC (4)(8)		SF +	4.50%		9.72%		6/18/2027		60,817			56,038		56,200
IP Operating Portfolio I, LLC (4)(7)(8)					7.88%		12/31/2029		27,428			12,563		12,413
												68,601		68,613		1.74	%
Electronic and Electrical Equipment
Brightstar Escrow Corp. (8)					9.75%		10/15/2025		1,000			986		957
												986		957		0.02	%
Finance and Credit Services
PCP CW Aggregator Holdings II, L.P. (4)(6)(12)		L +	7.25%		12.69%		2/9/2027		18,186			17,917		17,635
Verscend Holding Corp. (8)		SF +	4.00%		9.22%		8/27/2025		3,960			3,945		3,963
Yes Energy LLC (4)(7)(11)		BS +	5.00%		10.17%		4/21/2028		10,000			2,288		2,218
Yes Energy LLC (4)(11)		BS +	5.00%		10.11%		4/21/2028		26,000			25,394		25,268
												49,544		49,084		1.25	%
Food Producers
Specialty Ingredients, LLC (4)(7)(11)		SF +	6.00%		11.20%		2/12/2029		11,279			5,727		5,429
Specialty Ingredients, LLC (4)(11)		SF +	6.00%		11.34%		2/12/2029		90,255			88,657		86,313
												94,384		91,742		2.33	%
Gas, Water and Multi-utilities
Floating Infrastructure Holdings Finance LLC (4)(6)(12)		SF +	5.75%		11.09%		8/13/2027		44,001			43,277		43,040
Eagle LNG Partners Jacksonville II LLC (4)(7)(15)							6/8/2024		380			(10)		(9)
Eagle LNG Partners Jacksonville II LLC (4)(15)		SF +	8.88%		14.12%		6/8/2024		620			604		606
												43,871		43,637		1.11	%
General Industrials
BP Purchaser, LLC (4)(11)		SF +	5.50%		11.00%		12/11/2028		27,653			27,204		26,554
Formerra, LLC (4)(7)(12)		SF +	7.25%		12.32%		11/1/2028		4,270			3,054		3,083
Formerra, LLC (4)(7)(12)		SF +	7.25%		12.45%		11/1/2028		12,031			735		807
Formerra, LLC (4)(12)		SF +	7.25%		12.44%		11/1/2028		106,220			103,082		103,783
Marcone Yellowstone Buyer Inc. (4)(14)		SF +	6.25%		11.64%		6/23/2028		12,013			11,910		11,597
Marcone Yellowstone Buyer Inc. (4)(14)		SF +	6.25%		11.64%		6/23/2028		50,118			49,469		48,381
Marcone Yellowstone Buyer Inc. (4)(14)		SF +	6.25%		11.62%		6/23/2028		4,418			4,381		4,264
Marcone Yellowstone Buyer Inc. (4)(14)		SF +	6.25%		11.64%		6/23/2028		13,295			13,183		12,835
TMC Buyer Inc (4)(7)(9)		SF +	6.00%		11.16%		6/30/2028		4,569			1,268		1,468
TMC Buyer Inc (4)(9)		SF +	6.00%		10.86%		6/30/2028		65,919			58,252		61,208
												272,538		273,980		6.97	%
Health Care Providers
123Dentist Inc (4)(6)(7)(11)							8/10/2029		C$	9,155		(130)		(171)
123Dentist Inc (4)(6)(11)		C +	5.50%		10.65%		8/10/2029		C$	48,422		37,208		35,657
Accelerated Health Systems, LLC (9)		SF +	4.25%		9.64%		2/15/2029		7,992			7,973		6,533
ATI Holdings Acquisition, Inc. (4)(6)(12)		SF +	7.75% (incl 2.00% PIK)		13.01%		2/24/2028		40,883			40,237		36,890
Baart Programs, Inc. (4)(12)		SF +	5.00%		10.50%		6/11/2027		10,183			10,105		9,734
Charlotte Buyer Inc (9)		SF +	5.25%		10.40%		2/11/2028		28,990			27,215		28,461
ERC Topco Holdings, LLC (4)(7)(11)		SF +	5.50%		10.76%		11/10/2027		1,000			269		189
ERC Topco Holdings, LLC (4)(11)		SF +	5.50%		11.00%		11/10/2028		25,358			24,959		22,608
MB2 Dental Solutions, LLC (4)(12)		SF +	6.00%		11.20%		1/29/2027		9,073			8,923		8,862
MB2 Dental Solutions, LLC (4)(12)		SF +	6.00%		11.20%		1/29/2027		87,028			85,629		84,999

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
MB2 Dental Solutions, LLC (4)(12)		SF +	6.00%		11.20%		1/29/2027		25,164			24,748		24,577
MB2 Dental Solutions, LLC (4)(7)(12)							1/29/2027		12,522			(357)		(357)
Medline Borrower, LP (9)		SF +	3.25%		8.47%		10/23/2028		19,748			19,564		19,544
MPH Acquisition Holdings LLC (9)		L +	4.25%		9.73%		9/1/2028		4,610			4,504		4,132
Pareto Health Intermediate Holdings, Inc. (4)(12)		SF +	6.50%		11.74%		6/3/2030		30,242			29,346		29,345
Pareto Health Intermediate Holdings, Inc. (4)(12)		SF +	6.50%		11.74%		6/3/2030		10,081			9,782		9,782
Pareto Health Intermediate Holdings, Inc. (4)(7)(12)							6/1/2029		4,032			(119)		(119)
Pediatric Associates Holding Company, LLC (7)(9)		SF +	3.25%		8.47%		12/29/2028		1,025			866		850
Pediatric Associates Holding Company, LLC (9)		SF +	3.25%		8.47%		12/29/2028		6,732			6,707		6,602
Phoenix Newco Inc (9)		SF +	3.25%		8.47%		11/15/2028		17,657			17,548		17,542
Pinnacle Fertility, Inc. (4)(7)(11)		SF +	5.50%		11.09%		3/14/2028		12,430			9,106		9,078
Pinnacle Fertility, Inc. (4)(11)		SF +	5.50%		11.09%		3/14/2028		27,156			26,716		26,662
PPV Intermediate Holdings, LLC (4)(11)		SF +	5.75%		10.88%		8/31/2029		116,056			114,158		113,170
PPV Intermediate Holdings, LLC (4)(7)(11)							8/31/2029		8,721			(154)		(217)
PTSH Intermediate Holdings, LLC (4)(7)(11)		L +	5.75%		10.90%		12/17/2027		3,953			752		676
PTSH Intermediate Holdings, LLC (4)(11)		SF +	5.75%		11.14%		12/17/2027		20,784			20,459		20,043
Tenet Healthcare Corp (6)(8)					5.13%		11/1/2027		2,695			2,727		2,575
Tivity Health Inc (4)(11)		SF +	6.00%		11.24%		6/28/2029		111,715			109,299		107,510
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(7)(11)		SF +	5.75%		10.81%		7/17/2028		77,014			55,536		53,381
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(11)		SF +	5.75%		10.74%		7/17/2028		43,509			42,752		41,548
WCAS XIII Primary Care Investors, L.P. (4)(12)		SF +	6.25%		11.35%		12/31/2029		135,630			133,093		132,910
												869,421		852,996		21.69	%
Household Goods and Home Construction
LHS Borrower, LLC (9)		SF +	4.75%		9.95%		2/16/2029		11,644			11,549		9,775
Sunset Debt Merger Sub, Inc. (11)		SF +	4.00%		9.22%		10/6/2028		711			602		578
												12,151		10,353		0.26	%
Industrial Engineering
Brookfield WEC Holdings Inc. (9)		SF +	3.75%		8.85%		8/1/2025		3,975			3,935		3,983
Emerson Climate Technologies Inc (8)		SF +	3.00%		8.26%		5/31/2030		13,992			13,878		14,010
Radwell Parent, LLC (4)(7)(11)		SF +	6.75%		11.99%		4/3/2028		13,271			2,299		2,648
Radwell Parent, LLC (4)(11)		SF +	6.75%		11.99%		4/2/2029		154,601			150,355		155,045
Roper Industrial Products Investment Co (9)		SF +	4.50%		9.74%		11/22/2029		18,134			17,528		18,085
Standard Industries, Inc. (9)		SF +	2.50%		7.69%		9/22/2028		1,274			1,275		1,275
Time Manufacturing Holdings, LLC (4)(11)		E +	6.50%		9.96%		12/1/2027		€	4,758		4,926		4,923
Time Manufacturing Holdings, LLC (4)(7)(11)		SF +	6.50%		11.91%		12/1/2027		1,000			738		707
Time Manufacturing Holdings, LLC (4)(11)		SF +	6.50%		11.91%		12/1/2027		12,081			11,879		11,506
Time Manufacturing Holdings, LLC (4)(11)		E +	6.50%		9.96%		12/1/2027		€	8,380		9,315		8,670
TK Elevator U.S. Newco, Inc. (6)(9)		L +	3.50%		8.60%		7/30/2027		12,636			12,486		12,554
												228,614		233,406		5.93	%
Industrial Metals and Mining
BLY US Holdings Inc. (4)(6)(12)		SF +	7.50%		12.99%		9/8/2026		3,060			2,996		2,949
												2,996		2,949		0.07	%
Industrial Support Services
Acuris Finance US, Inc (9)		SF +	4.00%		9.39%		2/16/2028		13,500			13,397		13,364
Allied Universal Holdco LLC (9)		SF +	3.75%		8.85%		5/12/2028		3,016			3,008		2,938
Becklar, LLC (4)(12)		SF +	6.85%		11.95%		12/21/2026		991			1,008		959
Becklar, LLC (4)(12)		SF +	6.85%		12.04%		12/21/2026		5,754			5,659		5,567
Captive Resources Midco LLC (4)(7)(11)							7/3/2028		7,558			(126)		—
Captive Resources Midco LLC (4)(11)		SF +	5.75% (incl 3.13% PIK)		10.85%		7/2/2029		90,997			89,423		91,907
CD&R Madison UK Bidco LTD (4)(6)(7)(8)							2/28/2030		£	9,965		(376)		(458)

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
CD&R Madison UK Bidco LTD (4)(6)(8)		SN +	10.50% (incl 2.00% PIK)		15.47%		2/28/2030		£	44,943		52,360		54,969
CD&R Madison UK Bidco LTD (4)(6)(8)		E +	8.00% (incl 2.00% PIK)		11.46%		2/28/2030		€	22,150		22,600		23,188
Coretrust Purchasing Group LLC (4)(7)(11)							10/1/2029		10,736			(289)		(319)
Coretrust Purchasing Group LLC (4)(7)(11)							10/1/2029		11,656			(312)		(347)
Coretrust Purchasing Group LLC (4)(11)		SF +	6.75%		11.85%		10/1/2029		73,352			71,342		71,170
Eagle 2021 Lower Merger Sub, LLC (4)(11)		SF +	5.50%		10.65%		12/6/2027		1,477			1,455		1,425
Employbridge, LLC (11)		L +	4.75%		9.93%		7/19/2028		9,857			9,811		7,974
Galaxy US Opco Inc. (6)(9)		SF +	4.75%		9.85%		4/29/2029		26,103			25,536		24,602
Guidehouse Inc. (4)(11)		SF +	6.25%		11.45%		10/16/2028		79,172			77,801		77,304
IG Investments Holdings, LLC (4)(7)(11)							9/22/2027		1,726			(20)		(61)
IG Investments Holdings, LLC (4)(11)		SF +	6.00%		11.15%		9/22/2028		22,392			22,105		21,497
IG Investments Holdings, LLC (4)(11)		SF +	6.00%		11.15%		9/22/2028		1,847			1,832		1,773
Mckissock Investment Holdings, LLC (11)		SF +	5.00%		10.39%		3/4/2029		12,581			12,474		12,203
NBG Acquisition Corp. (4)(7)(11)							11/6/2028		952			(11)		(35)
NBG Acquisition Corp. (4)(7)(11)							11/6/2028		18,760			(235)		(687)
NBG Acquisition Corp. (4)(7)(11)		SF +	5.25%		10.64%		11/6/2028		2,876			1,588		1,577
NBG Acquisition Corp. (4)(11)		SF +	5.25%		10.45%		11/6/2028		21,444			21,318		20,659
Planet US Buyer LLC (4)(7)(11)							2/1/2028		8,024			(221)		(116)
Planet US Buyer LLC (4)(11)		SF +	6.75%		11.85%		2/1/2030		83,653			81,289		82,714
Royal Buyer, LLC (4)(7)(11)		SF +	5.50%		10.73%		8/31/2028		9,000			1,981		2,228
Royal Buyer, LLC (4)(7)(11)		SF +	5.50%		10.76%		8/31/2028		7,000			1,513		1,633
Royal Buyer, LLC (4)(11)		SF +	5.50%		10.76%		8/31/2028		44,775			43,984		45,223
Sedgwick Claims Management Services, Inc. (8)		SF +	3.75%		8.85%		2/24/2028		19,302			19,125		19,216
Simplisafe Holding Corporation (4)(7)(11)							5/2/2028		15,106			(247)		(281)
Simplisafe Holding Corporation (4)(11)		SF +	6.25%		11.40%		5/2/2028		119,643			117,665		117,413
Southern Graphics Inc. (4)(12)(16)		SF +	7.50% PIK				5/1/2028		5,682			5,533		5,682
Spirit RR Holdings, Inc. (4)(7)(11)		SF +	6.50%		11.70%		9/13/2028		1,806			254		249
Spirit RR Holdings, Inc. (4)(11)		SF +	6.50%		11.84%		9/13/2028		21,859			21,262		21,234
Vaco Holdings, LLC (11)		SF +	5.00%		10.59%		1/21/2029		12,559			12,511		11,483
Vistage Worldwide Inc (11)		SF +	5.25%		10.45%		7/13/2029		993			968		987
												736,965		738,834		18.79	%
Industrial Transportation
E.S.G. Movilidad, S.L.U. (4)(6)(7)(8)							5/31/2029		€	11,245		(309)		(263)
E.S.G. Movilidad, S.L.U. (4)(6)(8)		E +	6.75%		10.51%		5/31/2029		€	8,096		8,463		8,645
E.S.G. Movilidad, S.L.U. (4)(6)(8)		E +	6.75%		10.51%		5/31/2029		€	22,264		23,272		23,775
												31,426		32,157		0.82	%
Investment Banking and Brokerage Services
Ascensus Holdings, Inc. (9)		SF +	3.50%		8.72%		8/2/2028		7,900			7,829		7,786
Eisner Advisory Group LLC (4)(11)		SF +	5.25%		10.47%		7/28/2028		2,509			2,490		2,509
												10,319		10,295		0.26	%
Leisure Goods
Jam City, Inc. (4)(12)		L +	7.00%		12.54%		9/7/2027		2,010			1,996		1,985
												1,996		1,985		0.05	%
Life Insurance
Onedigital Borrower LLC (9)		SF +	4.25%		9.45%		11/16/2027		5,910			5,901		5,836
												5,901		5,836		0.15	%
Media
2080 Media, Inc. (4)(7)(11)		SF +	6.00%		10.86%		3/14/2029		29,465			12,224		13,008
2080 Media, Inc. (4)(7)(11)							3/14/2028		13,795			(216)		—
2080 Media, Inc. (4)(11)		SF +	6.00%		10.86%		3/14/2029		54,766			53,833		55,313
Ancestry.com Inc. (9)		SF +	3.25%		8.45%		12/6/2027		12,828			12,660		12,403

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
Arc Media Holdings Limited (4)(6)(7)(12)		SF +	7.25%		12.50%		10/29/2027		2,766			2,153		2,114
Arc Media Holdings Limited (4)(6)(12)		SF +	7.25%		12.45%		10/29/2027		41,180			40,275		39,707
Associations Inc. (4)(12)		SF +	6.50% (incl 2.50% PIK)		11.68%		7/2/2027		488			484		484
Associations Inc. (4)(12)		SF +	6.50% (incl 2.50% PIK)		11.98%		7/2/2027		1,016			1,008		1,008
Associations Inc. (4)(12)		SF +	6.50% (incl 2.50% PIK)		11.99%		7/2/2027		1,016			1,008		1,008
Associations Inc. (4)(12)		SF +	6.50% (incl 2.50% PIK)		11.80%		7/2/2027		613			608		609
Associations Inc. (4)(7)(12)							7/2/2027		403			(3)		(3)
Associations Inc. (4)(12)		SF +	6.50% (incl 2.50% PIK)		11.68%		7/2/2027		29,190			28,973		28,975
Aventine Intermediate LLC (4)(11)		SF +	6.00% (incl 4.00% PIK)		11.34%		6/18/2027		1,052			1,038		971
Aventine Intermediate LLC (4)(11)		SF +	6.00% (incl 4.00% PIK)		11.34%		6/18/2027		18,494			18,224		17,055
Circana Group, LP. (4)(7)(11)		SF +	5.75%		10.92%		12/1/2027		9,023			564		674
Circana Group, LP. (4)(11)		SF +	6.25% (incl 2.75% PIK)		11.39%		12/1/2028		141,511			139,045		140,947
Circana Group, LP. (4)(11)		SF +	5.75%		10.95%		12/1/2028		9,245			9,165		9,202
IEHL US Holdings, Inc. (4)(13)		SF +	7.25%		12.33%		10/29/2029		6,604			6,409		6,411
International Entertainment Investments Ltd (4)(6)(13)		SN +	7.65%		12.62%		10/29/2029		£	15,493		18,744		19,102
International Entertainment Investments Ltd (4)(6)(12)		E +	7.25%		10.53%		10/29/2029		€	2,540		2,720		2,691
International Entertainment Investments Ltd (4)(6)(12)		E +	7.25%		10.58%		10/29/2029		€	3,048		3,181		3,229
International Entertainment Investments Ltd (4)(6)(7)(13)							4/27/2029		5,080			(147)		(148)
International Entertainment Investments Ltd (4)(6)(13)		SF +	7.25%		12.43%		10/29/2029		30,478			29,579		29,589
Kobalt London Limited (4)(6)(11)		SF +	7.00%		12.18%		2/25/2027		13,125			12,921		12,721
Kobalt London Limited (4)(6)(11)		SF +	7.00%		12.30%		2/25/2027		13,125			12,925		12,721
Mav Acquisition Corporation (9)		SF +	4.75%		9.97%		7/28/2028		13,799			13,681		12,971
Oneteam Partners, LLC (4)(11)		SF +	5.75%		11.10%		9/14/2029		74,625			73,270		74,625
Renaissance Financiere (4)(6)(8)		E +	7.00%		10.29%		7/26/2028		€	34,871		35,477		37,024
Renaissance Holding Corp. (9)		SF +	4.75%		9.99%		4/5/2030		5,000			4,862		4,948
Showtime Acquisition, L.L.C. (4)(7)(12)							8/7/2028		3,657			(102)		(117)
Showtime Acquisition, L.L.C. (4)(7)(12)							8/7/2028		4,711			(131)		(150)
Showtime Acquisition, L.L.C. (4)(12)		SF +	7.50%		12.67%		8/7/2028		63,992			62,209		61,951
												596,641		601,043		15.28	%
Medical Equipment and Services
ABB/CON-CISE Optical Group LLC (4)(11)		SF +	7.50%		12.88%		2/23/2028		21,206			20,769		19,384
Coding Solutions Acquisition, Inc. (4)(7)(11)		SF +	5.50%		10.58%		5/11/2028		22,869			2,018		2,099
Coding Solutions Acquisition, Inc. (4)(7)(11)		SF +	5.50%		10.60%		5/11/2028		10,875			1,995		2,036
Coding Solutions Acquisition, Inc. (4)(11)		SF +	5.50%		10.60%		5/11/2028		75,678			74,393		74,713
PerkinElmer U.S. LLC (4)(12)		SF +	6.75%		11.99%		3/13/2029		112,630			108,749		109,439
Plasma Buyer LLC (4)(7)(11)							5/12/2029		22,070			(370)		(1,624)
Plasma Buyer LLC (4)(7)(11)							5/12/2028		9,458			(153)		(625)
Plasma Buyer LLC (4)(11)		SF +	5.75%		10.99%		5/12/2029		84,487			83,013		78,270
SDC US Smilepay SPV (4)(7)(12)		L +	10.75% (incl 3.75% PIK)		16.30%		10/27/2025		76,929			38,567		38,037
												328,981		321,729		8.18	%
Non-life Insurance
Alera Group, Inc. (4)(11)		SF +	6.00%		11.20%		10/2/2028		21,665			21,497		21,205
Alera Group, Inc. (4)(11)		SF +	6.00%		11.20%		10/2/2028		12,461			12,452		12,197
Alera Group, Inc. (4)(11)		SF +	6.00%		11.20%		10/2/2028		43,949			43,917		43,016
Alliant Holdings Intermediate, LLC (9)		SF +	3.50%		8.65%		11/5/2027		494			487		492
Alliant Holdings Intermediate, LLC (9)		L +	3.50%		8.65%		11/5/2027		17,757			17,594		17,674

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
AmWINS Group, Inc. (11)		L +	2.25%		7.44%		2/21/2028		4,621			4,598		4,586
AmWINS Group, Inc. (11)		SF +	2.75%		7.95%		2/21/2028		2,992			2,985		2,989
Amynta Agency Borrower Inc. (8)		SF +	5.00%		10.20%		2/28/2028		20,217			19,635		19,711
BroadStreet Partners, Inc. (8)		SF +	4.00%		9.16%		1/26/2029		6,500			6,420		6,476
Galway Borrower LLC (4)(7)(11)							9/29/2028		457			(4)		(18)
Galway Borrower LLC (4)(7)(11)							9/30/2027		2,216			(32)		(81)
Galway Borrower LLC (4)(11)		SF +	5.25%		10.59%		9/29/2028		60,818			60,331		58,429
Higginbotham Insurance Agency, Inc. (4)(12)		SF +	5.25%		10.45%		11/25/2026		48			48		47
Higginbotham Insurance Agency, Inc. (4)(12)		SF +	5.25%		10.45%		11/25/2026		9,827			9,750		9,642
HUB International Limited (8)					7.25%		6/15/2030		10,517			10,517		10,883
HUB International Limited (11)		SF +	4.25%		9.34%		6/20/2030		13,888			13,749		13,935
Integrity Marketing Acquisition LLC (4)(7)(11)		SF +	6.02%		11.38%		8/27/2025		20,800			20,285		20,351
Integrity Marketing Acquisition LLC (4)(11)		SF +	6.02%		11.38%		8/27/2025		57,256			56,640		56,634
Jones Deslauriers Insurance Management Inc. (6)(8)					8.50%		3/15/2030		14,487			14,465		14,796
Patriot Growth Insurance Services, LLC (4)(7)(11)		SF +	5.75%		11.13%		10/16/2028		18,262			9,269		8,935
Patriot Growth Insurance Services, LLC (4)(7)(11)							10/16/2028		822			(12)		(29)
Patriot Growth Insurance Services, LLC (4)(11)		SF +	5.75%		10.84%		10/16/2028		7,223			7,109		6,968
RSC Acquisition, Inc. (4)(7)(11)		SF +	5.50%		10.89%		10/30/2026		9,453			5,494		5,410
RSC Acquisition, Inc. (4)(11)		SF +	5.50%		10.91%		10/30/2026		30,397			30,170		29,886
RSC Acquisition, Inc. (4)(7)(11)							10/30/2026		467			—		(8)
RSC Acquisition, Inc. (4)(11)		SF +	5.50%		10.70%		10/30/2026		14,347			14,347		14,106
Summit Acquisition Inc. (4)(7)(11)							5/1/2029		6,685			(196)		(195)
Summit Acquisition Inc. (4)(7)(11)							5/1/2030		10,961			(322)		(321)
Summit Acquisition Inc. (4)(11)		SF +	6.75%		11.99%		5/1/2030		48,902			47,473		47,469
Trupanion, Inc. (4)(6)(7)(11)		SF +	5.00%		10.39%		3/25/2027		26,149			17,108		16,663
Trupanion, Inc. (4)(6)(7)(11)							3/25/2027		6,576			(74)		(185)
Trupanion, Inc. (4)(6)(11)		SF +	5.00%		10.39%		3/25/2027		20,738			20,492		20,153
												466,192		461,816		11.74	%
Personal Care, Drug and Grocery Stores
Parfums Holding Co Inc (13)		SF +	6.00%		11.50%		6/30/2026		19,875			18,016		19,003
Puma Buyer LLC (4)(9)		SF +	5.50%		10.84%		7/16/2029		61,690			57,788		61,161
Vermont Aus Pty Ltd (4)(6)(11)		SF +	5.65%		10.89%		3/23/2028		15,947			15,616		15,595
Vermont Aus Pty Ltd (4)(6)(11)		B +	5.75%		10.15%		3/23/2028		A$	35,303		25,802		22,994
												117,222		118,753		3.02	%
Personal Goods
Daphne S.P.A. (4)(6)(7)(8)							5/23/2028		€	3,978		(97)		(154)
Daphne S.P.A. (4)(6)(8)		E +	6.25%		9.83%		5/23/2028		€	45,354		47,565		47,731
Spanx, LLC (4)(7)(11)		SF +	5.25%		10.49%		11/18/2027		5,000			1,392		1,285
Spanx, LLC (4)(11)		SF +	5.50%		10.70%		11/20/2028		29,550			29,074		28,352
												77,934		77,214		1.96	%
Pharmaceuticals and Biotechnology
Advarra Holdings, Inc. (4)(7)(11)							8/24/2029		6,340			(98)		(143)
Advarra Holdings, Inc. (4)(11)		SF +	5.25%		10.35%		8/24/2029		69,810			68,709		68,231
CPI Buyer, LLC (4)(11)		SF +	5.50%		11.04%		11/1/2028		1,351			1,337		1,329
CPI Buyer, LLC (4)(7)(11)							10/30/2026		2,115			(30)		(24)
CPI Buyer, LLC (4)(11)		SF +	5.50%		11.03%		11/1/2028		25,084			24,766		24,681
Dolcetto HoldCo S.P.A. (4)(6)(7)(8)							10/27/2028		€	8,400		(182)		(183)
Dolcetto HoldCo S.P.A. (4)(6)(8)		E +	6.50%		10.03%		10/27/2028		€	82,300		80,186		88,016
Gusto Aus Bidco Pty Ltd (4)(6)(7)(11)							10/30/2028		A$	11,982		(205)		(39)
Gusto Aus Bidco Pty Ltd (4)(6)(11)		B +	6.50%		10.62%		10/30/2028		A$	118,623		74,070		78,633
Petvet Care Centers LLC (11)		L +	3.50%		8.69%		2/14/2025		7,683			7,644		7,541
												256,197		268,042		6.82	%

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
Real Estate Investment and Services
OEG Borrower LLC (4)(9)		SF +	5.00%		10.32%		6/18/2029		39,700			38,296		39,700
												38,296		39,700		1.01	%
Retailers
Petsmart LLC (11)		SF +	3.75%		8.95%		2/11/2028		12,497			12,423		12,494
The Talbots, Inc. (4)(12)		L +	8.00%		13.15%		11/17/2026		7,349			7,177		7,158
												19,600		19,652		0.50	%
Software and Computer Services
Armstrong Bidco Limited (4)(6)(7)(8)		SN +	5.25%		10.22%		6/28/2029		£	47,995		48,260		53,897
Armstrong Bidco Limited (4)(6)(8)		SN +	5.25%		10.22%		6/28/2029		£	91,991		109,648		117,502
Avalara, Inc. (4)(7)(11)							10/19/2028		6,324			(140)		(126)
Avalara, Inc. (4)(11)		SF +	7.25%		12.49%		10/19/2028		56,918			55,634		55,781
AxiomSL Group, Inc. (4)(7)(12)							12/3/2027		744			(6)		—
AxiomSL Group, Inc. (4)(12)		SF +	5.75%		10.97%		12/3/2027		11,300			11,300		11,300
AxiomSL Group, Inc. (4)(7)(12)							12/3/2025		812			—		—
Barracuda Networks Inc (9)		SF +	4.50%		9.55%		8/15/2029		13,932			13,566		13,481
Bottomline Technologies, Inc. (4)(7)(11)							5/15/2028		385			(3)		—
Bottomline Technologies, Inc. (4)(11)		SF +	5.25%		10.33%		5/14/2029		4,581			4,541		4,627
Calabrio, Inc. (4)(7)(12)		L +	7.00%		12.15%		4/16/2027		2,687			1,536		1,503
Calabrio, Inc. (4)(12)		SF +	7.13%		12.37%		4/16/2027		22,313			22,313		22,044
Cloud Software Group Inc. (9)		SF +	4.50%		9.84%		3/30/2029		11,673			10,722		10,946
Cloud Software Group Inc. (8)					6.50%		3/31/2029		7,740			6,577		6,899
Cloud Software Group Inc. (8)					9.00%		9/30/2029		20,000			15,893		17,405
CommerceHub, Inc. (4)(11)		SF +	6.25%		11.47%		12/29/2027		64,579			60,484		60,943
Coupa Holdings, LLC (4)(7)(11)							2/27/2030		7,123			(169)		(204)
Coupa Holdings, LLC (4)(7)(11)							2/27/2029		6,211			(146)		(174)
Coupa Holdings, LLC (4)(11)		SF +	7.50%		12.60%		2/27/2030		79,777			78,007		77,489
DS Admiral Bidco, LLC (4)(7)(12)							3/16/2026		966			(7)		(16)
DS Admiral Bidco, LLC (4)(12)		SF +	7.00%		12.24%		3/16/2028		39,544			38,410		38,810
DS Admiral Bidco, LLC (4)(12)		SF +	6.50%		11.74%		3/16/2028		8,898			8,824		8,699
DTI Holdco, Inc. (11)		SF +	4.75%		9.80%		4/21/2029		29,775			29,261		27,793
Finthrive Software Intermediate Holdings Inc (9)		L +	4.00%		9.19%		12/18/2028		13,036			12,810		11,146
GoTo Group Inc (8)		L +	4.75%		9.94%		8/31/2027		2,384			2,366		1,504
GovCIO Buyer Company (4)(12)		SF +	5.00%		10.10%		8/18/2027		10,129			9,976		10,085
Helios Software Holdings, Inc. (12)		SF +	3.75%		9.14%		3/13/2028		16,670			16,532		16,503
Huskies Parent, Inc. (4)(7)(11)							11/3/2028		1,000			(15)		(59)
Huskies Parent, Inc. (4)(7)(11)		L +	5.50%		11.04%		11/3/2027		1,000			962		925
Huskies Parent, Inc. (4)(11)		L +	5.50%		11.04%		11/3/2028		25,282			24,887		23,795
Hyland Software, Inc. (11)		L +	3.50%		8.69%		7/1/2024		10,853			10,809		10,777
LMI Inc/DE (9)		SF +	3.75%		8.95%		10/2/2028		14,794			14,720		12,560
Medallia, Inc. (4)(11)		L +	6.50% (incl 3.25% PIK)		11.69%		10/30/2028		75,613			75,613		74,419
Mcafee Corp. (9)		SF +	3.75%		9.01%		3/1/2029		7,920			7,891		7,598
Mitchell Topo Holdings Inc (9)		L +	3.75%		8.94%		10/16/2028		19,689			19,395		19,289
Newfold Digital Holdings Group Inc (11)		L +	3.50%		8.79%		2/10/2028		2,380			2,366		2,222
New Era Technology, Inc. (4)(12)		L +	6.25%		11.52%		10/31/2026		19,308			19,308		18,817
Oranje Holdco, Inc. (4)(7)(12)							2/1/2029		4,657			(108)		(129)
Oranje Holdco, Inc. (4)(12)		SF +	7.75%		12.79%		2/1/2029		33,837			33,051		32,903
Peraton Inc. (11)		SF +	3.75%		8.95%		2/1/2028		10,129			10,000		9,972
Perforce Software, Inc. (4)(9)		SF +	4.50%		9.60%		7/1/2026		19,800			19,424		19,238
Ping Identity Holding Corp. (4)(7)(11)							10/17/2028		6,068			(136)		(121)
Ping Identity Holding Corp. (4)(11)		SF +	7.00%		12.08%		10/17/2029		59,003			57,625		57,818

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
Prism Parent Co., Inc. (4)(7)(11)							9/19/2028		10,833			(197)		(8)
Prism Parent Co., Inc. (4)(11)		SF +	5.75%		10.83%		9/19/2028		43,008			42,242		42,976
Project Ruby Ultimate Parent Corp (11)		SF +	3.25%		8.47%		3/10/2028		10,315			10,216		10,101
Quail Buyer, Inc. (4)(11)		SF +	5.25%		10.67%		10/1/2027		7,349			7,240		7,320
Quasar Intermediate Holdings Ltd (9)		SF +	4.25%		9.45%		2/1/2029		13,895			13,788		10,855
Riley Mergeco LLC (4)(7)(12)							9/23/2027		456			(8)		(18)
Riley Mergeco LLC (4)(7)(12)							9/23/2027		304			(5)		(12)
Riley Mergeco LLC (4)(12)		SF +	6.00% (incl 2.75% PIK)		11.39%		9/23/2027		1,800			1,770		1,731
Rocket Software, Inc. (8)		SF +	4.25%		9.47%		11/28/2025		4,245			4,143		4,209
Smarsh Inc. (4)(7)(11)		SF +	6.50%		11.84%		2/16/2029		4,286			2,073		1,977
Smarsh Inc. (4)(7)(11)							2/16/2029		1,071			(17)		(41)
Smarsh Inc. (4)(11)		SF +	6.50%		11.84%		2/16/2029		17,143			16,860		16,480
Tricentis Americas, Inc. (4)(12)		SF +	4.25%		9.59%		5/13/2024		8,728			8,695		8,653
Tricentis Americas, Inc. (4)(7)(12)							5/13/2024		499			(2)		(4)
Tricentis Americas, Inc. (4)(12)		SF +	4.25%		9.60%		5/13/2024		15,115			15,059		14,986
Trimech Acquisition Corp. (4)(7)(12)		P +	3.75%		12.00%		3/10/2028		3,289			1,793		1,736
Trimech Acquisition Corp. (4)(12)		SF +	4.75%		10.14%		3/10/2028		21,439			21,174		20,750
Trimech Acquisition Corp. (4)(12)		SN +	4.75%		10.16%		3/10/2028		£	36,439		44,035		45,026
UKG Inc (9)		SF +	3.25%		8.27%		5/4/2026		9,117			9,067		8,962
User Zoom Technologies, Inc. (4)(11)		SF +	7.00%		11.92%		4/5/2029		18,948			18,618		18,594
Zayo Group, LLC (8)		SF +	3.00%		8.22%		3/9/2027		3,155			3,124		2,488
Zelis Payments Buyer, Inc. (8)		L +	3.50%		8.69%		9/30/2026		11,050			11,013		11,054
Zendesk Inc (4)(7)(11)							11/22/2028		39,321			(707)		(465)
Zendesk Inc (4)(7)(11)							11/22/2028		17,940			(323)		(212)
Zendesk Inc (4)(11)		SF +	7.00% (incl 3.50% PIK)		12.25%		11/22/2028		158,659			155,774		156,784
												1,237,406		1,241,783		31.57	%
Technology Hardware and Equipment
Altar Bidco, Inc. (9)		SF +	3.10%		8.26%		2/1/2029		8,915			8,852		8,798
CC WDW Borrower, Inc. (4)(7)(12)							1/27/2028		22,837			(560)		(1,103)
CC WDW Borrower, Inc. (4)(7)(12)		SF +	6.75%		11.97%		1/27/2028		5,122			907		777
CC WDW Borrower, Inc. (4)(12)		SF +	6.75%		11.95%		1/27/2028		45,331			44,253		43,142
Excelitas Technologies Corp. (4)(7)(11)							8/13/2029		4,239			(74)		(104)
Excelitas Technologies Corp. (4)(11)		SF +	5.75%		10.94%		8/13/2029		35,907			35,264		35,021
Excelitas Technologies Corp. (4)(8)		E +	5.75%		9.05%		8/13/2029		€	5,559		5,632		5,914
Excelitas Technologies Corp. (4)(7)(11)		SF +	5.75%		10.94%		8/14/2028		3,261			1,662		1,641
TechInsights Inc (4)(6)(12)		SF +	6.94%		12.33%		11/9/2027		988			971		952
TechInsights Inc (4)(6)(12)		SF +	6.94%		12.33%		11/9/2027		2,565			2,523		2,472
												99,430		97,510		2.48	%
Telecommunications Equipment
Delta Topco, Inc. (11)		SF +	3.75%		9.07%		12/1/2027		6,917			6,759		6,709
Guardian US Holdco LLC (9)		SF +	4.00%		9.05%		1/31/2030		8,000			7,846		7,958
												14,605		14,667		0.37	%

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
Telecommunications Service Providers
Directv Financing, LLC (11)		SF +	5.00%		10.22%		8/2/2027		17,289			16,978			16,940
Dish DBS Corporation (8)					5.25%		12/1/2026		7,703			7,461			6,194
Meriplex Communications, Ltd (4)(7)(11)		SF +	4.75%		9.93%		7/17/2028		4,943			2,035			2,080
Meriplex Communications, Ltd (4)(7)(11)							7/17/2028		1,143			(14)			(5)
Meriplex Communications, Ltd (4)(11)		SF +	4.75%		9.93%		7/17/2028		13,830			13,650			13,782
Openmarket Inc. (6)(11)		L +	6.25%		11.79%		9/17/2026		4,913			4,828			4,814
Radiate Holdco LLC (11)		SF +	3.25%		8.47%		9/25/2026		14,805			14,751			12,393
TA TT Buyer, LLC (4)(9)		SF +	5.00%		10.06%		4/2/2029		14,888			14,758			14,850
												74,447			71,048			1.81	%
Travel and Leisure
AD1 LBV1, LLC (4)(10)(16)		L +	6.75%				12/10/2024		247			244			240
AD1 LBV1, LLC (4)(10)(16)		L +	6.75%				12/10/2024		19,002			18,754			18,508
Artemis Bidco Limited (4)(6)(7)(8)		SN +	6.00%		10.97%		9/8/2028		£	2,437		302			4
Artemis Bidco Limited (4)(6)(8)		SN +	6.00%		10.97%		9/8/2028		£	7,749		10,071			8,773
Artemis Bidco Limited (4)(6)(8)		SN +	6.00%		10.97%		9/8/2028		£	4,509		5,899			5,106
Artemis Bidco Limited (4)(6)(8)		SN +	6.00%		10.97%		9/8/2028		£	4,676		6,110			5,295
Canoe Bidco Pty Limited (4)(6)(9)		B +	6.50%		10.36%		5/20/2026		A$	31,969		21,158			21,508
Canoe Bidco Pty Limited (4)(6)(9)		B +	5.50%		9.66%		5/20/2026		A$	137,468		95,223			92,483
Fertitta Entertainment LLC (9)		SF +	4.00%		9.10%		1/12/2029		13,870			13,368			13,716
IRB Holding Corp. (11)		SF +	3.00%		8.20%		12/15/2027		9,950			9,686			9,894
Travel Leaders Group, LLC (4)(15)		SF +	8.50% (incl 3.00% PIK)		13.70%		3/27/2028		135,734			132,473			132,538
												313,288			308,065			7.83	%
Total First Lien Debt												$	6,954,930		$	6,928,353		176.16	%

Second Lien Debt
Consumer Services
Asurion Corporation (8)		SF +	5.25%		10.47%		1/31/2028		$	5,165		$	5,113		$	4,414
												5,113			4,414			0.11	%
Health Care Providers
Charlotte Buyer Inc (4)(9)		SF +	8.25%		13.40%		8/11/2028		10,000			9,371			9,490
												9,371			9,490			0.24	%
Industrial Support Services
Galaxy US Opco Inc. (4)(6)(9)		SF +	8.25%		13.35%		4/29/2030		9,000			8,798			8,617
Southern Graphics Inc. (4)(12)(16)		SF +	7.50% PIK				10/30/2028		1,932			1,881			1,932
												10,679			10,549			0.28	%
Software and Computer Services
UKG Inc (9)		SF +	5.25%		10.27%		5/3/2027		24,852			24,577			24,169
												24,577			24,169			0.61	%
Total Second Lien Debt												$	49,740		$	48,622		1.24	%

Unsecured Debt
Health Care Providers
Vetcor Group Holdings LLC (4)(7)(8)			13.00% PIK		13.00%		9/3/2030		$	264		$	224		$	203
Vetcor Group Holdings LLC (4)(8)			13.00% PIK		13.00%		9/3/2030		835			819			752
												1,043			955			0.02	%
Medical Equipment and Services
DCA Acquisition Holdings LLC (4)(8)			12.50% PIK		12.50%		12/28/2032		93			91			88
DCA Acquisition Holdings LLC (4)(8)			12.50% PIK		12.50%		12/28/2032		982			964			932
												1,055			1,020			0.03	%
Non-life Insurance

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
Alliant Holdings Intermediate LLC / Alliant Holdings Co-Issuer (8)					6.75%		10/15/2027		6,255			5,685			5,895
												5,685			5,895			0.15	%
Telecommunications Service Providers
CCO Holdings LLC / CCO Holdings Capital Corp (8)					5.50%		5/1/2026		7,000			7,088			6,832
												7,088			6,832			0.17	%
Total Unsecured Debt												$	14,871		$	14,702		0.37	%

Structured Finance
Structured Finance Investments
ALM 2020 Ltd (6)(8)		L +	6.00%		11.26%		10/15/2029		$	3,330		$	3,012		$	3,031
AMMC CLO 20 Ltd (6)(8)		L +	5.81%		11.07%		4/17/2029		950			894			948
AMMC CLO 21 Ltd (6)(8)		L +	3.10%		8.40%		11/2/2030		2,150			1,911			1,937
AMMC CLO 21 Ltd (6)(8)		L +	6.50%		11.80%		11/2/2030		4,126			3,632			3,508
Carlyle Global Market Strategies (6)(8)		L +	5.40%		10.65%		10/20/2027		1,750			1,502			1,499
Carlyle Global Market Strategies (6)(8)		L +	5.40%		10.69%		7/27/2031		1,200			923			958
Catskill Park CLO Ltd (6)(8)		L +	6.00%		11.25%		4/20/2029		1,350			1,218			1,133
CENT CLO 16, L.P. (6)(8)		SF +	8.07%		13.14%		7/24/2034		3,000			2,815			2,770
Dryden 108 CLO Ltd (6)(8)							7/18/2035		2,900			2,291			2,011
Marble Point CLO XI Ltd (6)(8)		L +	2.80%		8.06%		12/18/2030		1,850			1,548			1,603
Monroe Capital MML CLO XIV LLC (6)(8)		SF +	10.02%		15.09%		10/24/2034		2,500			2,334			2,379
OCP CLO 2017-14 Ltd (6)(8)		SF +	6.80%		11.79%		1/15/2033		1,469			1,279			1,375
Shackleton 2019-XV CLO Ltd (6)(8)		L +	6.66%		11.92%		1/15/2032		3,000			2,626			2,639
Silver Creek CLO Ltd (6)(8)		L +	5.62%		10.87%		7/20/2030		2,000			1,787			1,788
Voya CLO Ltd (6)(8)		L +	3.55%		8.81%		4/17/2030		1,500			1,321			1,374
												29,093			28,953			0.74	%
Total Structured Finance												$	29,093		$	28,953		0.74	%

Equity Investments
Electricity
IP Operating Portfolio I, LLC (4)									2			$	67		$	176
												67			176			—	%
Gas, Water and Multi-utilities
Eagle LNG Partners Jacksonville II LLC (4)									—			—			—
												—			—			—	%
Industrial Support Services
Southern Graphics Holdings LLC (4)									274			2,333			2,333
												2,333			2,333			0.06	%

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 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
Software and Computer Services
Picard Holdco, Inc. - Preferred Shares (4)								1,000		970			1,105
Picard Holdco, Inc. - Preferred Shares (4)								30		30			34
										1,000			1,139			0.03	%
Media
Oneteam Partners, LLC - Preferred Shares (4)								1,000		1,000			1,081
										1,000			1,081			0.03	%
Total Equity Investments										$	4,400		$	4,729		0.12	%
Total Investments - Non-Controlled/Non-Affiliated										$	7,053,034		$	7,025,359		178.63	%
Total Investment Portfolio										$	7,053,034		$	7,025,359		178.63	%

Cash and Cash Equivalents
J.P. Morgan U.S. Government Fund, Institutional Shares								143,854		$	143,854		$	143,854
Cash										43,974			43,974
Total Cash and Cash Equivalents										$	187,828		$	187,828		4.78	%
Total Investment Portfolio, Cash and Cash Equivalents										$	7,240,862		$	7,213,187		183.40	%

(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"), Singapore Overnight Rate Average (“SORA”), Bloomberg Short Term Bank Yield Index (“BS”), or Bank Bill Swap Rate ("BBSW" or "B") which reset daily, monthly, quarterly, semiannually or annually. For each such investment, the Company has provided the spread over LIBOR, Prime, SONIA, E, SOFR, CDOR, SORA or BBSW and the current contractual interest rate in effect at June 30, 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 June 30, 2023, non-qualifying assets represented 15.6% 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-affiliated	Commitment Type	Unfunded Commitment		Fair Value
Zendesk Inc	1st Lien Senior Secured Delayed Draw Loan	$	39,321	$	(465)
SDC US Smilepay SPV	1st Lien Senior Secured Delayed Draw Loan	36,266		(1,237)
Zips Car Wash, LLC	1st Lien Senior Secured Delayed Draw Loan	24,214		(353)
Foundation Automotive US Corp	1st Lien Senior Secured Delayed Draw Loan	23,229		(1,318)
CC WDW Borrower, Inc.	1st Lien Senior Secured Delayed Draw Loan	22,837		(1,103)
Plasma Buyer LLC	1st Lien Senior Secured Delayed Draw Loan	22,070		(1,624)
Coding Solutions Acquisition, Inc.	1st Lien Senior Secured Delayed Draw Loan	20,479		(261)

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 2023

(in thousands)

(Unaudited)


Investments-non-controlled/non-affiliated	Commitment Type	Unfunded Commitment	Fair Value
United Musculoskeletal Partners Acquisition Holdings, LLC	1st Lien Senior Secured Delayed Draw Loan	20,163	(909)
NBG Acquisition Corp.	1st Lien Senior Secured Delayed Draw Loan	18,760	(687)
Zendesk Inc	1st Lien Senior Secured Revolving Loan	17,940	(212)
2080 Media, Inc.	1st Lien Senior Secured Delayed Draw Loan	16,751	168
SimpliSafe Holding Corporation	1st Lien Senior Secured Delayed Draw Loan	15,106	(281)
IP Operating Portfolio I, LLC	1st Lien Senior Secured Delayed Draw Loan	14,321	(362)
Club Car Wash Operating, LLC	1st Lien Senior Secured Delayed Draw Loan	13,977	(446)
2080 Media, Inc.	1st Lien Senior Secured Revolving Loan	13,795	—
Sequa Corp	1st Lien Senior Secured Revolving Loan	13,676	(410)
CD&R Madison UK Bidco LTD	1st Lien Senior Secured Delayed Draw Loan	12,656	(458)
Express Wash Concepts	1st Lien Senior Secured Delayed Draw Loan	12,600	(439)
MB2 Dental Solutions, LLC	1st Lien Senior Secured Delayed Draw Loan	12,522	(357)
E.S.G. Movilidad, S.L.U.	1st Lien Senior Secured Delayed Draw Loan	12,271	(263)
Coretrust Purchasing Group LLC	1st Lien Senior Secured Revolving Loan	11,656	(347)
Cadence - Southwick, Inc.	1st Lien Senior Secured Revolving Loan	11,291	(328)
Summit Acquisition Inc.	1st Lien Senior Secured Delayed Draw Loan	10,961	(321)
Formerra, LLC	1st Lien Senior Secured Revolving Loan	10,948	(251)
Prism Parent Co., Inc.	1st Lien Senior Secured Delayed Draw Loan	10,833	(8)
Coretrust Purchasing Group LLC	1st Lien Senior Secured Delayed Draw Loan	10,736	(319)
Radwell Parent, LLC	1st Lien Senior Secured Revolving Loan	10,617	(5)
Plasma Buyer LLC	1st Lien Senior Secured Revolving Loan	9,458	(625)
Dolcetto HoldCo S.P.A.	1st Lien Senior Secured Delayed Draw Loan	9,166	(183)
Trupanion, Inc.	1st Lien Senior Secured Delayed Draw Loan	8,750	(247)
PPV Intermediate Holdings, LLC	1st Lien Senior Secured Revolving Loan	8,721	(217)
Coding Solutions Acquisition, Inc.	1st Lien Senior Secured Revolving Loan	8,700	(111)
Patriot Growth Insurance Services, LLC	1st Lien Senior Secured Delayed Draw Loan	8,682	(306)
Circana Group, LP.	1st Lien Senior Secured Revolving Loan	8,301	(44)
Planet US Buyer LLC	1st Lien Senior Secured Revolving Loan	8,024	(116)
Gusto Aus Bidco Pty Ltd	1st Lien Senior Secured Delayed Draw Loan	7,981	(39)
Captive Resources Midco LLC	1st Lien Senior Secured Revolving Loan	7,558	—
Yes Energy LLC	1st Lien Senior Secured Delayed Draw Loan	7,500	(211)
Armstrong Bidco Limited	1st Lien Senior Secured Delayed Draw Loan	7,408	43
Coupa Holdings, LLC	1st Lien Senior Secured Delayed Draw Loan	7,123	(204)
123Dentist Inc	1st Lien Senior Secured Delayed Draw Loan	6,912	(171)
Royal Buyer, LLC	1st Lien Senior Secured Delayed Draw Loan	6,863	69
Summit Acquisition Inc.	1st Lien Senior Secured Revolving Loan	6,685	(195)
Trupanion, Inc.	1st Lien Senior Secured Revolving Loan	6,576	(185)
Advarra Holdings, Inc.	1st Lien Senior Secured Delayed Draw Loan	6,340	(143)
Avalara, Inc.	1st Lien Senior Secured Revolving Loan	6,324	(126)
Coupa Holdings, LLC	1st Lien Senior Secured Revolving Loan	6,211	(174)
Ping Identity Holding Corp.	1st Lien Senior Secured Revolving Loan	6,068	(121)
Royal Buyer, LLC	1st Lien Senior Secured Revolving Loan	5,367	—
Specialty Ingredients, LLC	1st Lien Senior Secured Revolving Loan	5,357	(234)
Spotless Brands, LLC	1st Lien Senior Secured Revolving Loan	5,175	(43)
International Entertainment Investments Ltd	1st Lien Senior Secured Delayed Draw Loan	5,080	(148)
Showtime Acquisition, L.L.C.	1st Lien Senior Secured Revolving Loan	4,711	(150)
Oranje Holdco, Inc.	1st Lien Senior Secured Revolving Loan	4,657	(129)
Cobham Holdings Inc.	1st Lien Senior Secured Revolving Loan	4,614	(126)
Daphne S.P.A.	1st Lien Senior Secured Delayed Draw Loan	4,341	(154)
Excelitas Technologies Corp.	1st Lien Senior Secured Delayed Draw Loan	4,239	(104)
CC WDW Borrower, Inc.	1st Lien Senior Secured Revolving Loan	4,098	(198)
Pareto Health Intermediate Holdings, Inc.	1st Lien Senior Secured Revolving Loan	4,032	(119)
RSC Acquisition, Inc.	1st Lien Senior Secured Delayed Draw Loan	3,884	(65)

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 2023

(in thousands)

(Unaudited)


Investments-non-controlled/non-affiliated	Commitment Type	Unfunded Commitment		Fair Value
Showtime Acquisition, L.L.C.	1st Lien Senior Secured Delayed Draw Loan	3,657		(117)
ASDAM Operations Pty Ltd	1st Lien Senior Secured Delayed Draw Loan	3,611		(116)
Spanx, LLC	1st Lien Senior Secured Revolving Loan	3,534		(128)
PTSH Intermediate Holdings, LLC	1st Lien Senior Secured Delayed Draw Loan	3,136		(112)
Pinnacle Fertility, Inc.	1st Lien Senior Secured Delayed Draw Loan	3,125		(57)
Arcfield Acquisition Corp	1st Lien Senior Secured Revolving Loan	2,990		(94)
Meriplex Communications, LTD	1st Lien Senior Secured Delayed Draw Loan	2,846		(10)
TMC Buyer Inc	1st Lien Senior Secured Delayed Draw Loan	2,774		(198)
Artemis Bidco Limited	1st Lien Senior Secured Delayed Draw Loan	2,755		(299)
Galway Borrower LLC	1st Lien Senior Secured Revolving Loan	2,216		(81)
Smarsh Inc.	1st Lien Senior Secured Delayed Draw Loan	2,143		(83)
CPI Buyer, LLC	1st Lien Senior Secured Revolving Loan	2,115		(24)
IG Investments Holdings, LLC	1st Lien Senior Secured Revolving Loan	1,726		(61)
Excelitas Technologies Corp.	1st Lien Senior Secured Revolving Loan	1,543		(36)
Spirit RR Holdings, Inc.	1st Lien Senior Secured Revolving Loan	1,505		(43)
TriMech Acquisition Corp.	1st Lien Senior Secured Revolving Loan	1,447		(47)
NBG Acquisition Corp.	1st Lien Senior Secured Revolving Loan	1,193		(44)
Calabrio, Inc.	1st Lien Senior Secured Revolving Loan	1,152		(14)
Meriplex Communications, LTD	1st Lien Senior Secured Revolving Loan	1,143		(5)
Formerra, LLC	1st Lien Senior Secured Delayed Draw Loan	1,089		(25)
Smarsh Inc.	1st Lien Senior Secured Revolving Loan	1,071		(41)
Huskies Parent, Inc.	1st Lien Senior Secured Delayed Draw Loan	1,000		(59)
DS Admiral Bidco, LLC	1st Lien Senior Secured Revolving Loan	966		(16)
NBG Acquisition Corp.	1st Lien Senior Secured Delayed Draw Loan	952		(35)
Patriot Growth Insurance Services, LLC	1st Lien Senior Secured Revolving Loan	822		(29)
AxiomSL Group, Inc.	1st Lien Senior Secured Revolving Loan	812		—
AxiomSL Group, Inc.	1st Lien Senior Secured Delayed Draw Loan	744		—
ERC Topco Holdings, LLC	1st Lien Senior Secured Revolving Loan	717		(67)
Arc Media Holdings Limited	1st Lien Senior Secured Revolving Loan	553		(20)
Tricentis Americas, Inc.	1st Lien Senior Secured Revolving Loan	499		(4)
RSC Acquisition, Inc.	1st Lien Senior Secured Revolving Loan	467		(8)
Galway Borrower LLC	1st Lien Senior Secured Delayed Draw Loan	457		(18)
Riley MergeCo LLC	1st Lien Senior Secured Delayed Draw Loan	456		(18)
Associations Inc.	1st Lien Senior Secured Revolving Loan	403		(3)
Bottomline Technologies, Inc.	1st Lien Senior Secured Revolving Loan	385		—
Eagle LNG Partners Jacksonville II LLC	1st Lien Senior Secured Delayed Draw Loan	380		(9)
Riley MergeCo LLC	1st Lien Senior Secured Revolving Loan	304		(12)
Nexus Intermediate III, LLC	1st Lien Senior Secured Delayed Draw Loan	300		—
Time Manufacturing Holdings, LLC	1st Lien Senior Secured Revolving Loan	245		(12)
Integrity Marketing Acquisition LLC	1st Lien Senior Secured Delayed Draw Loan	222		(2)
Pediatric Associates Holding Company, LLC	1st Lien Senior Secured Delayed Draw Loan	155		(3)
VetCor Group Holdings LLC	Unsecured Delayed Draw Loan	34		(3)
Huskies Parent, Inc.	1st Lien Senior Secured Revolving Loan	24		(1)
Total		$	732,570	$	(19,326)

(8)There are no interest rate floors on these investments.

(9)The interest rate floor on these investments as of June 30, 2023 was 0.50%.

(10)The interest rate floor on these investments as of June 30, 2023 was 0.60%.

(11)The interest rate floor on these investments as of June 30, 2023 was 0.75%.

(12)The interest rate floor on these investments as of June 30, 2023 was 1.00%.

(13)The interest rate floor on these investments as of June 30, 2023 was 1.50%

(14)The interest rate floor on these investments as of June 30, 2023 was 1.75%.

(15)The interest rate floor on these investments as of June 30, 2023 was 2.00%.

(16)Loan was on non-accrual status as of June 30, 2023.

Table of Contents

HPS Corporate Lending Fund

Consolidated Schedule of Investments

June 30, 2023

(in thousands)

(Unaudited)

ADDITIONAL INFORMATION

Foreign currency forward contracts:

Currency Purchased

Currency Sold

Counterparty

Settlement Date

Unrealized Appreciation (Depreciation)

U.S. Dollars 8,367

Australian Dollars 12,108

Goldman Sachs Bank USA

9/21/2023

284

U.S. Dollars 4,010

Australian Dollars 6,291

Goldman Sachs Bank USA

12/21/2023

(200)

U.S. Dollars 1,926

Canadian Dollars 2,515

Goldman Sachs Bank USA

9/21/2023

U.S. Dollars 3,343

Euro 3,083

Goldman Sachs Bank USA

9/23/2024

(91)

U.S. Dollars 3,819

Euro 3,809

Goldman Sachs Bank USA

12/21/2023

(374)

U.S. Dollars 248

Euro 224

Goldman Sachs Bank USA

6/23/2025

(3)

U.S. Dollars 95,076

Euro 86,437

Goldman Sachs Bank USA

9/21/2023

378

U.S. Dollars 6,868

British Pound 6,303

Goldman Sachs Bank USA

10/15/2024

(1,069)

U.S. Dollars 4,744

British Pound 3,918

Goldman Sachs Bank USA

9/23/2024

(193)

U.S. Dollars 129,509

British Pound 101,964

Goldman Sachs Bank USA

9/21/2023

(11)

U.S. Dollars 764

British Pound 620

Goldman Sachs Bank USA

6/23/2025

(9)

U.S. Dollars 4,380

Singaporean Dollars 5,856

Goldman Sachs Bank USA

9/21/2023

U.S. Dollars 32,604

Singaporean Dollars 43,183

Goldman Sachs Bank USA

12/23/2024

(4)

Total

(1,231)

Interest rate swaps:


Counterparty	Hedged Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value
Goldman Sachs Bank USA	November 2025 Notes	8.37%	SOFR + 4.08%	11/14/2025	$	85,000	$	(918)
Goldman Sachs Bank USA	November 2027 Notes	8.43%	SOFR + 4.42%	11/14/2027	77,500		(433)
Goldman Sachs Bank USA	March 2026 Notes	8.12%	SOFR + 3.76%	3/15/2026	276,000		(2,393)
Goldman Sachs Bank USA	March 2028 Notes	8.18%	SOFR + 4.24%	3/15/2028	124,000		(1,300)
Total Interest Rate Swaps							$	(5,044)

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

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%		3/10/2028		20,446			20,078			19,453
Asdam Operations Pty Ltd (4)(6)(9)		B +	5.75%		8.86%		8/22/2028		A$	3,614		2,401			2,348
Asdam Operations Pty Ltd (4)(6)(7)(9)							8/22/2028		A$	5,421		(112)			(168)
Asdam Operations Pty Ltd (4)(6)(9)		B +	5.75%		8.82%		8/22/2028		A$	41,558		27,711			27,017
Sequa Corp (4)(7)(12)							11/23/2027		13,676			(684)			(670)
Sequa Corp (4)(12)		SF +	7.00%		11.32%		11/24/2028		128,310			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%		12/24/2027		38,333			3,776			2,907
Foundation Automotive Corp (4)(6)(12)		SF +	7.75%		12.55%		12/24/2027		16,084			15,858			15,499
Foundation Automotive Us Corp (4)(12)		SF +	7.75%		12.55%		12/24/2027		39,817			39,263			38,371
Oil Changer Holding Corporation (4)(12)		L +	6.75%		11.47%		2/8/2027		41,012			40,646			39,813
Oil Changer Holding Corporation (4)(12)		L +	6.75%		11.47%		2/8/2027		8,611			8,535			8,359
Power Stop LLC (9)		L +	4.75%		9.48%		1/26/2029		19,273			19,102			13,491
												127,180			118,440			3.43	%
Chemicals
Illuminate Buyer, LLC (8)		L +	3.50%		7.88%		6/30/2027		7,250			7,226			6,960
												7,226			6,960			0.20	%
Construction and Materials
Nexus Intermediate III, LLC (4)(7)(11)							12/6/2027		300			(4)			(3)
Nexus Intermediate III, LLC (4)(11)		L +	5.50%		10.22%		12/6/2027		1,176			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%		1/2/2025		51,704			51,744			51,087
Asurion Corporation (8)		SF +	4.00%		8.68%		8/16/2028		9,975			9,497			8,925
Asurion Corporation (8)		L +	3.00%		7.38%		11/4/2024		1,979			1,960			1,927
Auctane Inc (4)(11)		L +	5.75%		10.13%		10/5/2028		24,813			24,813			24,124
Club Car Wash Operating, LLC (4)(7)(12)		SF +	6.50%		11.23%		6/16/2027		61,873			40,059			38,434
Club Car Wash Operating, LLC (4)(12)		SF +	6.50%		11.23%		6/16/2027		27,790			27,430			26,568
Express Wash Concepts (4)(7)(12)		SF +	5.75%		10.17%		4/30/2027		62,968			25,128			21,671
Express Wash Concepts (4)(12)		SF +	5.75%		10.17%		4/30/2027		26,798			26,554			25,090
Houghton Mifflin Harcourt Company (9)		SF +	5.25%		9.67%		4/6/2029		29,925			29,090			28,550
PECF USS Intermediate Holding III Corporation (9)		L +	4.25%		8.63%		12/15/2028		14,862			14,781			12,448
Polyconcept North America Holdings, Inc. (11)		SF +	5.50%		10.08%		5/12/2029		23,242			22,806			21,818
Spotless Brands, LLC (4)(12)		SF +	6.50%		10.82%		7/25/2028		21,782			21,372			20,935
Spotless Brands, LLC (4)(12)		SF +	6.50%		10.92%		7/25/2028		16,144			15,849			15,517
Spotless Brands, LLC (4)(12)		SF +	6.50%		10.71%		7/25/2028		106,669			104,635			102,525
Spotless Brands, LLC (4)(7)(12)							7/25/2028		5,175			(95)			(201)
Thrasio LLC (7)(12)							12/18/2026		2,972			(11)			(338)
Thrasio LLC (12)		L +	7.00%		11.17%		12/18/2026		2,927			2,916			2,594
Trugreen Limited Partnership (11)		L +	4.00%		8.38%		11/2/2027		9,914			9,789			8,830
WMB Holdings Inc (9)		SF +	3.25%		7.67%		8/31/2029		2,202			2,137			2,183
Zips Car Wash, LLC (4)(12)		L +	7.25%		11.67%		3/1/2024		26,312			26,287			25,799
Zips Car Wash, LLC (4)(7)(12)		SF +	7.25%		11.53%		3/1/2024		39,718			14,987			14,730
Zips Car Wash, LLC (4)(7)(12)		SF +	7.25%		11.67%		3/1/2024		1,003			994			973
												472,722			454,189			13.14	%
Electricity

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%		12/31/2029		27,428			8,670		8,441
												8,670		8,441		0.24	%
Electronic and Electrical Equipment
Brightstar Escrow Corp. (8)					9.75%		10/15/2025		1,000			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%		2/9/2027		18,186			17,877		17,431
Verscend Holding Corp. (8)		L +	4.00%		8.38%		8/27/2025		3,980			3,961		3,962
Yes Energy LLC (4)(7)(11)		B +	5.00%		9.37%		4/21/2028		10,000			2,268		2,099
Yes Energy LLC (4)(11)		B +	5.00%		9.37%		4/21/2028		26,000			25,342		24,956
												49,448		48,448		1.40	%
Food Producers
Specialty Ingredients, LLC (4)(7)(11)							2/12/2029		11,279			(212)		(413)
Specialty Ingredients, LLC (4)(11)		SF +	6.00%		10.68%		2/12/2029		90,708			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%		8/13/2027		44,719			43,883		43,242
												43,883		43,242		1.25	%
General Industrials
BP Purchaser, LLC (4)(11)		L +	5.50%		10.24%		12/11/2028		27,793			27,309		26,310
Formerra, LLC (4)(7)(12)							11/1/2028		4,270			(137)		(135)
Formerra, LLC (4)(7)(12)							11/1/2028		12,031			(380)		(380)
Formerra, LLC (4)(12)		SF +	7.25%		11.49%		11/1/2028		106,487			103,076		103,121
Marcone Yellowstone Buyer Inc. (4)(13)		SF +	6.25%		10.98%		6/23/2028		12,107			11,989		11,536
Marcone Yellowstone Buyer Inc. (4)(13)		SF +	6.25%		10.98%		6/23/2028		50,373			49,661		47,997
Marcone Yellowstone Buyer Inc. (4)(13)		SF +	6.25%		10.90%		6/23/2028		4,440			4,399		4,231
Marcone Yellowstone Buyer Inc. (4)(13)		SF +	6.25%		10.98%		6/23/2028		13,363			13,239		12,733
TMC Buyer Inc (4)(7)(9)							6/30/2028		4,569			(567)		(400)
TMC Buyer Inc (4)(9)		SF +	6.00%		9.98%		6/30/2028		66,251			57,981		60,450
												266,570		265,463		7.68	%
Health Care Providers
123Dentist Inc (4)(6)(7)(11)							8/10/2029		C$	9,636		(143)		(268)
123Dentist Inc (4)(6)(11)		C +	5.75%		10.36%		8/10/2029		C$	48,182		36,973		34,207
Accelerated Health Systems, LLC (9)		SF +	4.25%		8.98%		2/15/2029		8,032			8,009		6,581
Advarra Holdings, Inc. (4)(7)(11)							8/24/2029		6,340			(106)		(226)
Advarra Holdings, Inc. (4)(11)		SF +	5.75%		10.15%		8/24/2029		70,160			68,984		67,659
ATI Holdings Acquisition, Inc. (4)(6)(12)		SF +	7.75% (incl 2.00% PIK)		12.07%		2/24/2028		40,535			39,829		34,415
Baart Programs, Inc. (4)(7)(12)		L +	5.00%		9.73%		6/11/2027		17,419			10,082		9,515
Charlotte Buyer Inc (9)		SF +	5.25%		9.53%		2/3/2028		29,135			27,198		27,691
ERC Topco Holdings, LLC (4)(7)(11)							11/10/2028		620			(10)		(17)
ERC Topco Holdings, LLC (4)(7)(11)		P +	4.50%		12.00%		11/10/2027		1,000			600		592
ERC Topco Holdings, LLC (4)(11)		L +	5.50%		10.23%		11/10/2028		25,491			25,053		24,779
MB2 Dental Solutions, LLC (4)(12)		SF +	6.00%		10.42%		1/29/2027		9,120			8,950		8,808
MB2 Dental Solutions, LLC (4)(7)(12)		SF +	6.00%		10.71%		1/29/2027		87,403			37,215		35,806
MB2 Dental Solutions, LLC (4)(12)		SF +	6.00%		10.42%		1/29/2027		25,293			24,823		24,429
Medline Borrower, LP (9)		L +	3.25%		7.63%		10/23/2028		19,848			19,644		18,897
MPH Acquisition Holdings LLC (9)		L +	4.25%		8.98%		9/1/2028		4,633			4,518		3,979
Pediatric Associates Holding Company, LLC (7)(9)		L +	3.25%		7.63%		12/29/2028		1,029			508		463
Pediatric Associates Holding Company, LLC (9)		L +	3.25%		7.63%		12/29/2028		6,766			6,737		6,442
Phoenix Newco Inc (9)		L +	3.25%		7.63%		11/15/2028		17,746			17,624		17,130
Pinnacle Fertility, Inc. (4)(7)(11)		SF +	4.50%		9.23%		3/14/2028		12,477			9,131		8,979

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%		3/14/2028		27,294			26,811		26,479
PPV Intermediate Holdings, LLC (4)(7)(11)							8/31/2029		13,671			(138)		(520)
PPV Intermediate Holdings, LLC (4)(11)		SF +	5.75%		9.01%		8/31/2029		102,385			100,472		98,488
PPV Intermediate Holdings, LLC (4)(7)(11)		SF +	5.75%		10.07%		8/31/2029		8,721			2,268		2,023
PTSH Intermediate Holdings, LLC (4)(7)(11)							12/17/2027		3,953			(72)		(261)
PTSH Intermediate Holdings, LLC (4)(11)		L +	5.75%		10.48%		12/17/2027		20,889			20,531		19,509
Tenet Healthcare Corp (6)(8)					5.13%		11/1/2027		2,695			2,731		2,512
Tivity Health Inc (4)(11)		SF +	6.00%		10.58%		6/28/2029		112,278			109,647		106,506
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(7)(11)		SF +	5.75%		9.32%		7/17/2028		77,292			25,439		23,854
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(11)		SF +	5.75%		9.34%		7/17/2028		43,728			42,895		42,014
												676,203		650,465		18.83	%
Household Goods and Home Construction
LHS Borrower, LLC (9)		SF +	4.75%		9.17%		2/16/2029		21,835			21,635		17,918
												21,635		17,918		0.52	%
Industrial Engineering
Brookfield WEC Holdings Inc. (9)		SF +	3.75%		8.07%		8/1/2025		1,995			1,954		1,991
Radwell Parent, LLC (4)(7)(11)							4/3/2028		13,271			(392)		(392)
Radwell Parent, LLC (4)(11)		SF +	6.75%		11.33%		4/2/2029		155,378			150,756		150,777
Standard Industries, Inc. (9)		L +	2.25%		6.43%		9/22/2028		1,285			1,285		1,271
Time Manufacturing Holdings, LLC (4)(11)		E +	6.50%		8.42%		12/1/2027		€	4,782		4,941		4,784
Time Manufacturing Holdings, LLC (4)(7)(11)		L +	6.50%		11.23%		12/1/2027		1,000			727		685
Time Manufacturing Holdings, LLC (4)(11)		L +	6.50%		11.23%		12/1/2027		12,142			11,920		11,405
Time Manufacturing Holdings, LLC (4)(11)		E +	6.50%		8.42%		12/1/2027		€	8,423		9,346		8,424
TK Elevator U.S. Newco, Inc. (6)(9)		L +	3.50%		6.87%		7/30/2027		7,699			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%		9/8/2026		3,070			2,998		2,922
												2,998		2,922		0.08	%
Industrial Support Services
Acuris Finance US, Inc (9)		SF +	4.00%		8.73%		2/16/2028		12,500			12,413		12,313
Allied Universal Holdco LLC (9)		L +	3.75%		8.17%		5/12/2028		3,032			3,021		2,886
Argos Health Holdings, Inc. (4)(11)		L +	5.75%		9.97%		12/6/2027		660			649		628
Becklar, LLC (4)(12)		SF +	6.85%		11.17%		12/21/2026		996			978		952
Becklar, LLC (4)(12)		SF +	6.85%		11.27%		12/21/2026		5,798			5,689		5,542
Captive Resources Midco LLC (4)(7)(11)							7/3/2028		7,558			(138)		(142)
Captive Resources Midco LLC (4)(11)		SF +	5.75% (incl 2.88% PIK)		10.07%		7/2/2029		88,980			87,273		87,284
Coretrust Purchasing Group LLC (4)(7)(11)							10/1/2029		10,736			(311)		(461)
Coretrust Purchasing Group LLC (4)(7)(11)							10/1/2029		11,656			(337)		(501)
Coretrust Purchasing Group LLC (4)(11)		SF +	6.75%		10.84%		10/1/2029		73,720			71,558		70,552
Eagle 2021 Lower Merger Sub, LLC (4)(11)		L +	5.50%		9.72%		12/6/2027		825			811		785
Employbridge, LLC (11)		L +	4.75%		9.49%		7/19/2028		9,907			9,855		8,145
Galaxy US Opco Inc. (6)(9)		SF +	4.75%		9.07%		4/29/2029		26,300			25,686		23,867
Guidehouse Inc. (4)(11)		L +	6.25%		10.63%		10/16/2028		79,573			78,083		76,717
IG Investments Holdings, LLC (4)(7)(11)		L +	6.00%		10.39%		9/22/2027		1,726			668		638
IG Investments Holdings, LLC (4)(11)		L +	6.00%		10.38%		9/22/2028		22,506			22,194		21,760
IG Investments Holdings, LLC (4)(11)		L +	6.00%		10.38%		9/22/2028		1,856			1,840		1,794
Mckissock Investment Holdings, LLC (11)		SF +	5.00%		8.73%		3/4/2029		25,440			25,212		23,810
NBG Acquisition Corp. (4)(7)(11)							11/6/2028		952			(12)		(67)
NBG Acquisition Corp. (4)(7)(11)							11/6/2028		18,760			(256)		(1,319)
NBG Acquisition Corp. (4)(7)(11)		L +	5.25%		9.66%		11/6/2028		2,876			1,415		1,316

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%		11/6/2028		21,553			21,407		20,038
Royal Buyer, LLC (4)(7)(11)							8/31/2028		9,000			(170)		(321)
Royal Buyer, LLC (4)(7)(11)		SF +	6.00%		10.40%		8/31/2028		7,000			1,501		1,383
Royal Buyer, LLC (4)(11)		SF +	6.00%		10.40%		8/31/2028		45,000			44,144		43,393
Sedgwick Claims Management Services, Inc. (8)		L +	3.25%		7.63%		12/31/2025		19,350			19,151		18,855
Simplisafe Holding Corporation (4)(7)(11)							5/2/2028		15,106			(272)		(455)
Simplisafe Holding Corporation (4)(11)		SF +	6.25%		10.47%		5/2/2028		120,247			118,057		116,628
Southern Graphics Inc. (4)(12)		L +	7.50%		12.20%		11/17/2026		1,000			979		874
Southern Graphics Inc. (4)(12)		L +	7.50%		12.15%		11/17/2026		10,227			9,995		8,940
Vaco Holdings, LLC (11)		SF +	5.00%		9.73%		1/22/2029		12,623			12,567		12,218
Vistage Worldwide Inc (11)		SF +	5.25%		9.67%		7/13/2029		998			971		958
												574,621		559,010		16.18	%
Industrial Transportation
EquipmentShare.com Inc. (4)(9)		L +	7.75%		12.40%		11/16/2026		4,215			4,155		4,026
EquipmentShare.com Inc. (4)(9)		L +	7.75%		12.40%		11/16/2026		16,860			16,561		16,106
E.S.G. Movilidad, S.L.U. (4)(6)(7)(8)							5/31/2029		€	11,245		(335)		(688)
E.S.G. Movilidad, S.L.U. (4)(6)(8)		E +	6.75%		9.19%		5/31/2029		€	8,096		8,446		8,172
E.S.G. Movilidad, S.L.U. (4)(6)(8)		E +	6.75%		9.19%		5/31/2029		€	22,264		23,226		22,474
												52,053		50,090		1.45	%
Investment Banking and Brokerage Services
Ascensus Holdings, Inc. (9)		L +	3.50%		8.25%		8/2/2028		7,940			7,862		7,606
												7,862		7,606		0.22	%
Leisure Goods
Jam City, Inc. (4)(12)		L +	7.00%		11.73%		9/7/2027		2,201			2,183		2,148
Tilting Point Media LLC (4)(7)(12)							2/26/2027		6,372			(160)		(600)
Tilting Point Media LLC (4)(7)(12)							2/26/2027		2,916			(73)		(274)
Tilting Point Media LLC (4)(12)		L +	8.00%		12.39%		2/26/2027		7,974			7,767		7,224
												9,717		8,498		0.25	%
Life Insurance
Onedigital Borrower LLC (9)		SF +	4.25%		8.49%		11/16/2027		5,940			5,928		5,628
												5,928		5,628		0.16	%
Media
2080 Media, Inc. (4)(7)(11)		SF +	6.50%		10.48%		3/14/2029		29,529			12,247		12,497
2080 Media, Inc. (4)(7)(11)							3/14/2028		13,795			(239)		(139)
2080 Media, Inc. (4)(11)		SF +	6.50%		10.48%		3/14/2029		55,042			54,030		54,518
Ancestry.com Inc. (9)		L +	3.25%		7.63%		12/6/2027		12,894			12,706		11,971
Arc Media Holdings Limited (4)(5)(6)(7)(12)							10/29/2027		2,766			(67)		(67)
Arc Media Holdings Limited (4)(5)(6)(12)		SF +	7.25%		11.49%		10/29/2027		41,387			40,377		40,387
Associations Inc. (4)(12)		SF +	6.50% (incl 2.50% PIK)		10.36%		7/2/2027		482			477		475
Associations Inc. (4)(12)		SF +	6.50% (incl 2.50% PIK)		11.26%		7/2/2027		1,003			994		989
Associations Inc. (4)(12)		SF +	6.50% (incl 2.50% PIK)		11.29%		7/2/2027		1,003			994		989
Associations Inc. (4)(12)		L +	6.50% (incl 2.50% PIK)		10.97%		7/2/2027		606			600		597
Associations Inc. (4)(7)(12)							7/2/2027		403			(4)		(6)
Associations Inc. (4)(12)		SF +	6.50% (incl 2.50% PIK)		10.36%		7/2/2027		4,137			4,100		4,079
Aventine Intermediate LLC (4)(7)(11)		L +	6.00% (incl 4.00% PIK)		10.38%		6/18/2027		1,032			936		904
Aventine Intermediate LLC (4)(11)		L +	6.00% (incl 4.00% PIK)		10.38%		6/18/2027		18,124			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

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%		2/25/2027		13,125			12,900		12,775
Kobalt London Limited (4)(6)(11)		SF +	7.00%		11.66%		2/25/2027		13,125			12,896		12,775
Mav Acquisition Corporation (9)		L +	4.75%		8.32%		7/28/2028		13,870			13,742		13,094
Oneteam Partners, LLC (4)(11)		SF +	5.75%		9.41%		9/14/2029		75,000			73,554		72,467
Regency Entertainment (USA), Inc. (4)(12)		L +	6.75%		11.13%		11/22/2025		30,000			29,737		29,286
Renaissance Financiere (4)(6)(7)(8)		E +	7.00%		8.56%		7/26/2028		€	34,871		24,513		25,139
Spirit RR Holdings, Inc. (4)(11)		SF +	6.50%		11.18%		9/13/2028		3,912			3,800		3,751
Spirit RR Holdings, Inc. (4)(7)(11)							9/13/2028		1,806			(51)		(74)
Spirit RR Holdings, Inc. (4)(11)		SF +	6.50%		11.18%		9/13/2028		18,057			17,523		17,314
The NPD Group L.P. (4)(7)(11)		SF +	5.75%		10.07%		12/1/2027		9,023			907		780
The NPD Group L.P. (4)(11)		SF +	6.25% (incl 2.75% PIK)		10.43%		12/1/2028		140,214			137,538		135,174
The NPD Group L.P. (4)(11)		L +	5.75%		10.13%		12/1/2028		9,291			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%		2/23/2028		2,358			2,190		2,080
ABB/CON-CISE Optical Group LLC (4)(11)		L +	7.50%		12.67%		2/23/2028		22,472			21,966		20,945
Coding Solutions Acquisition, Inc. (4)(7)(11)							5/11/2028		22,875			(409)		(1,001)
Coding Solutions Acquisition, Inc. (4)(7)(11)		SF +	5.50%		9.82%		5/11/2028		10,875			1,976		1,699
Coding Solutions Acquisition, Inc. (4)(11)		SF +	5.50%		9.82%		5/11/2028		76,059			74,649		72,731
Plasma Buyer LLC (4)(7)(11)							5/12/2029		22,070			(401)		(1,040)
Plasma Buyer LLC (4)(7)(11)							5/12/2028		9,458			(169)		(411)
Plasma Buyer LLC (4)(11)		SF +	5.75%		10.07%		5/12/2029		84,912			83,305		80,912
SDC US Smilepay SPV (4)(7)(12)		L +	10.75% (incl 3.75% PIK)		15.52%		10/27/2025		76,191			35,040		34,013
												218,147		209,928		6.08	%
Non-life Insurance
Alera Group, Inc. (4)(11)		SF +	6.00%		10.42%		10/2/2028		21,774			21,591		20,992
Alera Group, Inc. (4)(11)		SF +	6.00%		10.42%		10/2/2028		12,525			12,514		12,075
Alera Group, Inc. (4)(11)		SF +	6.00%		10.42%		10/2/2028		44,173			44,136		42,586
Alliant Holdings I, L.P. (8)		L +	3.25%		7.63%		5/9/2025		995			977		983
Alliant Holdings Intermediate, LLC (9)		L +	3.50%		7.85%		11/5/2027		17,847			17,662		17,468
AmWins Group, LLC (11)		L +	2.25%		6.63%		2/21/2028		4,645			4,619		4,568
Galway Borrower LLC (4)(7)(11)							9/29/2028		457			(4)		(24)
Galway Borrower LLC (4)(7)(11)							9/30/2027		2,216			(36)		(109)
Galway Borrower LLC (4)(11)		L +	5.25%		9.98%		9/29/2028		61,128			60,592		57,907
Higginbotham Insurance Agency, Inc. (4)(7)(11)		L +	5.25%		9.63%		11/25/2026		48			20		20
Higginbotham Insurance Agency, Inc. (4)(11)		L +	5.25%		9.63%		11/25/2026		9,877			9,788		9,744
HUB International Limited (11)		L +	3.25%		7.53%		4/25/2025		15,846			15,733		15,725
Integrity Marketing Acquisition LLC (4)(7)(11)		SF +	6.02%		10.72%		8/27/2025		20,895			16,714		16,223
Integrity Marketing Acquisition LLC (4)(11)		L +	6.02%		10.03%		8/27/2025		57,546			56,824		55,194
Patriot Growth Insurance Services, LLC (4)(7)(11)		L +	5.75%		10.47%		10/16/2028		18,297			976		814
Patriot Growth Insurance Services, LLC (4)(7)(11)							10/16/2028		822			(14)		(22)
Patriot Growth Insurance Services, LLC (4)(11)		L +	5.50%		8.56%		10/16/2028		7,260			7,133		7,061
RSC Acquisition, Inc. (4)(7)(11)		SF +	5.50%		10.23%		10/30/2026		29,453			884		395
RSC Acquisition, Inc. (4)(11)		SF +	5.50%		10.05%		10/30/2026		10,521			10,421		10,241
RSC Acquisition, Inc. (4)(7)(11)							10/30/2026		467			—		(12)
RSC Acquisition, Inc. (4)(11)		SF +	5.50%		9.74%		10/30/2026		14,422			14,422		14,038
Trupanion, Inc. (4)(6)(7)(11)		SF +	5.00%		9.71%		3/25/2027		26,237			4,903		4,192
Trupanion, Inc. (4)(6)(7)(11)							3/25/2027		6,576			(83)		(262)
Trupanion, Inc. (4)(6)(11)		SF +	5.00%		9.73%		3/25/2027		20,843			20,567		20,012
												320,339		309,809		8.97	%

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%		9/29/2028		9,369			9,295		9,070
Puma Buyer LLC (4)(9)		SF +	5.50%		10.18%		7/16/2029		62,000			57,841		60,711
Vermont Aus Pty Ltd (4)(6)(11)		SF +	5.65%		10.23%		3/23/2028		26,053			25,465		24,675
Vermont Aus Pty Ltd (4)(6)(11)		B +	5.75%		9.06%		3/23/2028		A$	35,482		25,891		22,864
												118,492		117,320		3.40	%
Personal Goods
Daphne S.P.A. (4)(6)(7)(8)							5/23/2028		€	7,957		(191)		(421)
Daphne S.P.A. (4)(6)(8)		E +	6.25%		7.44%		5/23/2028		€	41,376		43,200		42,109
Spanx, LLC (4)(7)(11)		L +	5.00%		9.29%		11/18/2027		5,000			450		287
Spanx, LLC (4)(11)		L +	5.25%		9.64%		11/20/2028		29,700			29,183		28,075
												72,642		70,050		2.03	%
Pharmaceuticals and Biotechnology
CPI Buyer, LLC (4)(7)(11)		L +	5.50%		10.23%		11/1/2028		4,341			802		729
CPI Buyer, LLC (4)(7)(11)							10/30/2026		2,115			(35)		(43)
CPI Buyer, LLC (4)(11)		L +	5.50%		10.23%		11/1/2028		25,211			24,860		24,509
Dolcetto HoldCo S.P.A. (4)(5)(6)(7)(8)							10/27/2028		€	8,400		(201)		(218)
Dolcetto HoldCo S.P.A. (4)(5)(6)(8)		E +	6.50%		8.55%		10/27/2028		€	82,300		80,018		85,973
Gusto Aus Bidco Pty Ltd (4)(6)(7)(11)							10/30/2028		A$	11,982		(224)		(238)
Gusto Aus Bidco Pty Ltd (4)(6)(11)		B +	6.50%		10.16%		10/30/2028		A$	118,623		73,889		78,441
Petvet Care Centers LLC (11)		L +	3.50%		7.88%		2/14/2025		7,723			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%		10/1/2024		2,791			2,132		1,757
850 Third Avenue Owner LLC (4)(9)		L +	6.50%		10.89%		10/1/2024		4,726			4,697		4,063
OEG Borrower LLC (4)(9)		SF +	5.00%		9.60%		5/20/2029		39,900			38,393		39,002
												45,222		44,822		1.30	%
Retailers
Petsmart LLC (11)		L +	3.75%		8.13%		2/11/2028		10,550			10,481		10,356
The Michaels Companies, Inc. (11)		L +	4.25%		8.98%		4/14/2028		2,851			2,826		2,472
The Talbots, Inc. (4)(12)		L +	8.00%		12.74%		11/17/2026		7,897			7,685		7,494
												20,992		20,322		0.59	%
Software and Computer Services
Applied Systems Inc (9)		L +	3.00%		7.73%		9/19/2024		9,227			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)							10/19/2028		6,324			(153)		(153)
Avalara, Inc. (4)(11)		SF +	7.25%		11.83%		10/19/2028		56,918			55,526		55,542
AxiomSL Group, Inc. (4)(7)(12)							12/3/2027		744			—		—
AxiomSL Group, Inc. (4)(12)		L +	5.75%		10.13%		12/3/2027		11,358			11,358		11,358
AxiomSL Group, Inc. (4)(7)(12)							12/3/2025		812			—		—
Barracuda Networks Inc (9)		SF +	4.50%		8.59%		5/17/2029		21,500			20,884		20,771
Bottomline Technologies, Inc. (4)(7)(11)							5/15/2028		385			(3)		(13)
Bottomline Technologies, Inc. (4)(11)		SF +	5.50%		9.82%		5/14/2029		4,604			4,560		4,425
Calabrio, Inc. (4)(7)(12)		L +	7.00%		11.75%		4/16/2027		2,687			1,536		1,478
Calabrio, Inc. (4)(12)		L +	7.00%		11.73%		4/16/2027		22,313			22,313		21,835
CCC Intelligent Solutions Inc. (9)		L +	2.25%		6.63%		9/21/2028		10,070			10,020		10,010
Cloud Software Group Holdings Inc (8)					6.50%		3/31/2029		9,610			8,076		8,117
CommerceHub, Inc. (4)(11)		SF +	6.25%		11.03%		12/29/2027		64,904			60,406		60,472
DS Admiral Bidco, LLC (4)(7)(12)		L +	6.50%		11.20%		3/16/2026		966			108		91
DS Admiral Bidco, LLC (4)(12)		SF +	7.00%		11.51%		3/16/2028		39,743			38,557		38,558
DS Admiral Bidco, LLC (4)(12)		L +	5.75%		10.16%		3/16/2028		8,943			8,860		8,638

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%		4/21/2029		29,925			29,365		27,643
Endure Digital, Inc. (11)		L +	3.50%		7.72%		2/10/2028		2,547			2,530		2,299
Finthrive Software Intermediate Holdings Inc (9)		L +	4.00%		8.38%		12/18/2028		13,102			12,855		11,148
GoTo Group Inc (8)		L +	4.75%		9.14%		8/31/2027		6,942			6,843		4,498
Govcio Buyer Company (4)(12)		SF +	5.50%		10.08%		8/18/2027		10,822			10,641		10,476
Helios Software Holdings, Inc. (12)		SF +	3.75%		8.48%		3/13/2028		16,670			16,517		16,396
Huskies Parent, Inc. (4)(7)(11)							11/3/2028		1,000			(17)		(93)
Huskies Parent, Inc. (4)(7)(11)		L +	5.50%		10.23%		11/3/2027		1,000			690		623
Huskies Parent, Inc. (4)(11)		L +	5.50%		10.23%		11/3/2028		25,410			24,974		23,040
Hyland Software, Inc. (11)		L +	3.50%		7.88%		7/1/2024		15,585			15,483		15,408
LMI Inc/DE (9)		L +	3.75%		8.13%		10/2/2028		14,870			14,784		9,383
Medallia, Inc. (4)(11)		L +	6.50% PIK		10.88%		10/30/2028		73,495			73,495		69,997
Mcafee Corp. (9)		SF +	3.75%		7.97%		3/1/2029		7,960			7,924		7,431
Mitchell International, Inc. (9)		L +	3.75%		8.41%		10/16/2028		19,788			19,464		18,294
New Era Technology, Inc. (4)(12)		L +	6.25%		10.66%		10/31/2026		19,849			19,849		19,128
Peraton Inc. (11)		L +	3.75%		8.13%		2/1/2028		3,717			3,719		3,636
Perforce Software, Inc. (4)(9)		SF +	4.50%		8.82%		7/1/2026		19,900			19,464		19,105
Ping Identity Holding Corp. (4)(7)(11)							10/17/2028		6,068			(147)		(147)
Ping Identity Holding Corp. (4)(11)		SF +	7.00%		11.32%		10/17/2029		59,003			57,538		57,571
Prism Parent Co., Inc. (4)(7)(11)							9/19/2028		10,833			(215)		(348)
Prism Parent Co., Inc. (4)(11)		SF +	6.00%		10.32%		9/19/2028		43,225			42,391		41,837
Project Alpha Intermediate Holding, Inc. (8)		L +	4.00%		8.39%		4/26/2024		8,682			8,606		8,491
Project Ruby Ultimate Parent Corp (11)		L +	3.25%		7.63%		3/10/2028		7,368			7,361		6,983
Quail Buyer, Inc. (4)(11)		L +	5.25%		10.18%		10/1/2027		7,444			7,320		7,343
Quasar Intermediate Holdings Ltd (9)		SF +	4.25%		8.49%		2/1/2029		13,965			13,846		10,836
Riley Mergeco LLC (4)(7)(12)							9/23/2027		456			(9)		(23)
Riley Mergeco LLC (4)(7)(12)							9/23/2027		304			(6)		(15)
Riley Mergeco LLC (4)(12)		L +	6.00% (incl 2.75% PIK)		10.38%		9/23/2027		1,701			1,667		1,615
Rocket Software, Inc. (8)		L +	4.25%		8.63%		11/28/2025		11,283			11,096		10,876
Smarsh Inc. (4)(7)(11)		SF +	6.50%		11.29%		2/16/2029		4,286			2,067		1,920
Smarsh Inc. (4)(7)(11)							2/16/2029		1,071			(19)		(56)
Smarsh Inc. (4)(11)		SF +	6.50%		11.29%		2/16/2029		17,143			16,834		16,250
TA TT Buyer, LLC (4)(9)		SF +	5.00%		8.98%		4/2/2029		14,963			14,822		14,588
Tibco Software Inc (9)		SF +	4.50%		9.18%		3/20/2029		13,010			11,882		11,651
Tricentis Americas, Inc. (4)(7)(12)		SF +	4.25%		8.94%		5/13/2024		8,748			3,144		3,055
Tricentis Americas, Inc. (4)(7)(12)							5/13/2024		499			(3)		(8)
Tricentis Americas, Inc. (4)(12)		SF +	4.25%		8.94%		5/13/2024		15,353			15,260		15,102
Trimech Acquisition Corp. (4)(7)(12)		SF +	4.75%		9.39%		3/10/2028		3,289			345		311
Trimech Acquisition Corp. (4)(12)		SF +	4.75%		9.48%		3/10/2028		21,548			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%		5/4/2026		9,164			9,104		8,740
User Zoom Technologies, Inc. (4)(11)		SF +	5.75%		9.35%		4/5/2029		18,948			18,593		18,064
Zayo Group, LLC (8)		L +	3.00%		7.38%		3/9/2027		5,351			5,290		4,358
Zelis Payments Buyer, Inc. (8)		L +	3.50%		7.88%		9/30/2026		13,884			13,811		13,758
Zendesk Inc (4)(7)(11)							11/22/2028		39,321			(786)		(772)
Zendesk Inc (4)(7)(11)							11/22/2028		17,940			(352)		(352)
Zendesk Inc (4)(11)		SF +	6.50%		11.04%		11/22/2028		157,283			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%		2/1/2029		7,960			7,937		7,623
CC WDW Borrower, Inc. (4)(7)(12)							1/27/2028		22,837			(618)		(1,006)

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)							1/27/2028		5,122			(130)			(226)
CC WDW Borrower, Inc. (4)(12)		SF +	6.75%		10.95%		1/27/2028		45,559			44,367			43,553
Excelitas Technologies Corp. (4)(7)(11)							8/13/2029		6,522			(123)			(247)
Excelitas Technologies Corp. (4)(11)		SF +	5.75%		10.12%		8/13/2029		33,804			33,146			32,526
Excelitas Technologies Corp. (4)(8)		E +	5.75%		7.55%		8/13/2029		€	5,587		5,651			5,746
Excelitas Technologies Corp. (4)(7)(11)		SF +	5.75%		10.12%		8/14/2028		3,261			1,787			1,732
TechInsights Inc (4)(6)(12)		L +	6.63%		11.36%		11/9/2027		993			974			962
TechInsights Inc (4)(6)(12)		L +	6.63%		11.36%		11/9/2027		2,578			2,531			2,498
												95,522			93,161			2.70	%
Telecommunications Equipment
Delta Topco, Inc. (11)		L +	3.75%		8.15%		12/1/2027		6,952			6,778			6,445
												6,778			6,445			0.19	%
Telecommunications Service Providers
Directv Financing, LLC (11)		L +	5.00%		9.38%		8/2/2027		18,212			17,852			17,770
Dish DBS Corporation (8)					5.25%		12/1/2026		7,703			7,430			6,503
Meriplex Communications, Ltd (4)(7)(11)		SF +	5.00%		9.42%		7/17/2028		4,952			1,268			1,163
Meriplex Communications, Ltd (4)(7)(11)		SF +	5.00%		9.42%		7/17/2028		1,143			98			74
Meriplex Communications, Ltd (4)(11)		SF +	5.00%		9.42%		7/17/2028		13,905			13,706			13,416
Openmarket Inc. (4)(6)(11)		L +	6.25%		10.98%		9/17/2026		4,938			4,841			4,714
Radiate Holdco LLC (11)		L +	3.25%		7.63%		9/25/2026		14,880			14,815			12,156
												60,010			55,796			1.61	%
Travel and Leisure
AD1 LBV1, LLC (4)(7)(10)		L +	6.75%		10.87%		12/10/2024		365			244			242
AD1 LBV1, LLC (4)(10)		L +	6.75%		10.87%		12/10/2024		19,002			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%		5/20/2026		A$	31,969		21,117			21,602
Canoe Bidco Pty Limited (4)(6)(9)		B +	6.50%		10.10%		5/20/2026		A$	137,468		95,005			92,889
IRB Holding Corp. (12)		L +	2.75%		7.13%		2/5/2025		8,101			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%		8/3/2028		10,000			9,327			9,463
												9,327			9,463			0.27	%
Industrial Support Services
Galaxy US Opco Inc. (4)(9)		SF +	8.25%		12.57%		4/29/2030		9,000			8,786			8,794
												8,786			8,794			0.25	%
Software and Computer Services
UKG Inc (9)		L +	5.25%		9.00%		5/3/2027		24,852			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

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%		9/3/2030		783			774			722
												772			703			0.02	%
Medical Equipment and Services
DCA Acquisition Holdings LLC (4)(7)(8)							12/28/2032		88			(2)			(2)
DCA Acquisition Holdings LLC (4)(8)			12.50% PIK		12.50%		12/28/2032		923			894			905
												892			903			0.03	%
Non-life Insurance
Alliant Holdings Intermediate LLC / Alliant Holdings Co-Issuer (8)					6.75%		10/15/2027		6,255			5,632			5,636
USI Inc/NY (8)					6.88%		5/1/2025		2,457			2,365			2,371
												7,997			8,007			0.23	%
Telecommunications Service Providers
CCO Holdings LLC / CCO Holdings Capital Corp (8)					5.50%		5/1/2026		7,000			7,102			6,787
T-Mobile USA, Inc. (8)					2.25%		2/15/2026		10,000			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%		4/17/2029		950			890			866
AMMC CLO 21 Ltd (6)(8)		L +	3.10%		7.56%		11/2/2030		2,150			1,898			1,887
AMMC CLO 21 Ltd (6)(8)		L +	6.50%		10.96%		11/2/2030		4,126			3,609			3,474
Carlyle Global Market Strategies (6)(8)		L +	5.40%		9.64%		10/20/2027		1,750			1,480			1,475
Carlyle Global Market Strategies (6)(8)		L +	5.40%		9.76%		7/27/2031		1,200			912			976
Catskill Park CLO Ltd (6)(8)		L +	6.00%		10.24%		4/20/2029		1,350			1,210			1,150
CENT CLO 16, L.P. (6)(8)		SF +	8.07%		10.57%		7/24/2034		3,000			2,810			2,735
Dryden 108 CLO Ltd (6)(8)							7/18/2035		2,900			2,291			2,204
Marble Point CLO XI Ltd (6)(8)		L +	2.80%		6.99%		12/18/2030		1,850			1,534			1,580
Monroe Capital MML CLO XIV LLC (6)(8)		SF +	10.02%		14.08%		10/24/2034		2,500			2,328			2,345
OCP CLO 2017-14 Ltd (6)(8)		SF +	6.80%		10.66%		1/15/2033		1,469			1,273			1,326
Shackleton 2019-XV CLO Ltd (6)(8)		L +	6.66%		10.74%		1/15/2032		3,000			2,612			2,697
Silver Creek CLO Ltd (6)(8)		L +	5.62%		9.86%		7/20/2030		2,000			1,776			1,755
Voya CLO Ltd (6)(8)		L +	3.55%		7.63%		4/17/2030		1,500			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%		9/30/2032		1,000			970			1,012
Picard Holdco, Inc. - Preferred Shares (4)(9)		SF +	12.00% PIK		16.59%		9/30/2032		30			30			32
												1,000			1,044			0.03	%
Media
Oneteam Partners, LLC - Preferred Shares (4)(5)					8.00%		9/15/2032		1,000			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	%

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 Shares								53,347		$	53,347		$	53,347
Cash										20,894			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	%

(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.

(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.


Investments-non-controlled/non-affiliated	Commitment Type	Unfunded Commitment		Fair Value
United Musculoskeletal Partners Acquisition Holdings, LLC	1st Lien Senior Secured Delayed Draw Loan	$	50,408	$	(1,976)
MB2 Dental Solutions, LLC	1st Lien Senior Secured Delayed Draw Loan	48,611		(1,661)
Zendesk Inc	1st Lien Senior Secured Delayed Draw Loan	39,321		(772)
SDC US Smilepay SPV	1st Lien Senior Secured Delayed Draw Loan	38,645		(1,792)
Express Wash Concepts	1st Lien Senior Secured Delayed Draw Loan	37,286		(2,375)
Foundation Automotive US Corp	1st Lien Senior Secured Delayed Draw Loan	34,033		(1,236)
RSC Acquisition, Inc.	1st Lien Senior Secured Delayed Draw Loan	28,274		(753)
Zips Car Wash, LLC	1st Lien Senior Secured Delayed Draw Loan	24,213		(472)
Coding Solutions Acquisition, Inc.	1st Lien Senior Secured Delayed Draw Loan	22,875		(1,001)
CC WDW Borrower, Inc.	1st Lien Senior Secured Delayed Draw Loan	22,837		(1,006)
Plasma Buyer LLC	1st Lien Senior Secured Delayed Draw Loan	22,070		(1,040)
Trupanion, Inc.	1st Lien Senior Secured Delayed Draw Loan	21,000		(837)
Club Car Wash Operating, LLC	1st Lien Senior Secured Delayed Draw Loan	20,717		(911)
NBG Acquisition Corp.	1st Lien Senior Secured Delayed Draw Loan	18,760		(1,319)
IP Operating Portfolio I, LLC	1st Lien Senior Secured Delayed Draw Loan	18,168		(542)
Zendesk Inc	1st Lien Senior Secured Revolving Loan	17,940		(352)
Patriot Growth Insurance Services, LLC	1st Lien Senior Secured Delayed Draw Loan	16,982		(465)

HPS Corporate Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(in thousands)


Investments-non-controlled/non-affiliated	Commitment Type	Unfunded Commitment	Fair Value
2080 Media, Inc.	1st Lien Senior Secured Delayed Draw Loan	16,751	(159)
SimpliSafe Holding Corporation	1st Lien Senior Secured Delayed Draw Loan	15,106	(455)
2080 Media, Inc.	1st Lien Senior Secured Revolving Loan	13,795	(139)
Sequa Corp	1st Lien Senior Secured Revolving Loan	13,676	(670)
PPV Intermediate Holdings, LLC	1st Lien Senior Secured Delayed Draw Loan	13,670	(520)
Radwell Parent, LLC	1st Lien Senior Secured Revolving Loan	13,271	(392)
Armstrong Bidco Limited	1st Lien Senior Secured Delayed Draw Loan	12,991	(69)
E.S.G. Movilidad, S.L.U.	1st Lien Senior Secured Delayed Draw Loan	12,039	(688)
Formerra, LLC	1st Lien Senior Secured Revolving Loan	12,031	(380)
Coretrust Purchasing Group LLC	1st Lien Senior Secured Revolving Loan	11,656	(501)
Specialty Ingredients, LLC	1st Lien Senior Secured Revolving Loan	11,279	(413)
Prism Parent Co., Inc.	1st Lien Senior Secured Delayed Draw Loan	10,833	(348)
Coretrust Purchasing Group LLC	1st Lien Senior Secured Delayed Draw Loan	10,736	(461)
Renaissance Financiere	1st Lien Senior Secured Delayed Draw Loan	10,702	(428)
Plasma Buyer LLC	1st Lien Senior Secured Revolving Loan	9,458	(411)
Royal Buyer, LLC	1st Lien Senior Secured Delayed Draw Loan	9,000	(321)
Dolcetto HoldCo S.P.A.	1st Lien Senior Secured Delayed Draw Loan	8,993	(218)
Coding Solutions Acquisition, Inc.	1st Lien Senior Secured Revolving Loan	8,700	(381)
Daphne S.P.A.	1st Lien Senior Secured Delayed Draw Loan	8,519	(421)
Gusto Aus Bidco Pty Ltd	1st Lien Senior Secured Delayed Draw Loan	8,161	(238)
The NPD Group L.P.	1st Lien Senior Secured Revolving Loan	7,940	(266)
Captive Resources Midco LLC	1st Lien Senior Secured Revolving Loan	7,557	(142)
Yes Energy LLC	1st Lien Senior Secured Delayed Draw Loan	7,500	(301)
Baart Programs, Inc.	1st Lien Senior Secured Delayed Draw Loan	7,191	(294)
123Dentist Inc	1st Lien Senior Secured Delayed Draw Loan	7,110	(268)
Trupanion, Inc.	1st Lien Senior Secured Revolving Loan	6,576	(262)
Excelitas Technologies Corp.	1st Lien Senior Secured Delayed Draw Loan	6,522	(247)
Tilting Point Media LLC	1st Lien Senior Secured Delayed Draw Loan	6,372	(600)
PPV Intermediate Holdings, LLC	1st Lien Senior Secured Revolving Loan	6,366	(242)
Advarra Holdings, Inc.	1st Lien Senior Secured Delayed Draw Loan	6,340	(226)
Avalara, Inc.	1st Lien Senior Secured Revolving Loan	6,324	(153)
Ping Identity Holding Corp.	1st Lien Senior Secured Revolving Loan	6,068	(147)
Tricentis Americas, Inc.	1st Lien Senior Secured Delayed Draw Loan	5,551	(91)
Royal Buyer, LLC	1st Lien Senior Secured Revolving Loan	5,367	(192)
Spotless Brands, LLC	1st Lien Senior Secured Revolving Loan	5,175	(201)
CC WDW Borrower, Inc.	1st Lien Senior Secured Revolving Loan	5,122	(226)
TMC Buyer Inc	1st Lien Senior Secured Delayed Draw Loan	4,569	(400)
Spanx, LLC	1st Lien Senior Secured Revolving Loan	4,467	(220)
Formerra, LLC	1st Lien Senior Secured Delayed Draw Loan	4,270	(135)
PTSH Intermediate Holdings, LLC	1st Lien Senior Secured Delayed Draw Loan	3,953	(261)
Integrity Marketing Acquisition LLC	1st Lien Senior Secured Delayed Draw Loan	3,818	(156)
Asdam Operations Pty Ltd	1st Lien Senior Secured Delayed Draw Loan	3,691	(168)
Meriplex Communications, LTD	1st Lien Senior Secured Delayed Draw Loan	3,615	(127)
CPI Buyer, LLC	1st Lien Senior Secured Delayed Draw Loan	3,491	(97)
Pinnacle Fertility, Inc.	1st Lien Senior Secured Delayed Draw Loan	3,125	(93)
Arcfield Acquisition Corp	1st Lien Senior Secured Revolving Loan	2,990	(129)
Thrasio LLC	1st Lien Senior Secured Delayed Draw Loan	2,972	(338)
Tilting Point Media LLC	1st Lien Senior Secured Revolving Loan	2,916	(274)
TriMech Acquisition Corp.	1st Lien Senior Secured Revolving Loan	2,895	(74)
Arc Media Holdings Limited	1st Lien Senior Secured Revolving Loan	2,766	(67)
Artemis Bidco Limited	1st Lien Senior Secured Delayed Draw Loan	2,622	(286)
Galway Borrower LLC	1st Lien Senior Secured Revolving Loan	2,216	(109)
Smarsh Inc.	1st Lien Senior Secured Delayed Draw Loan	2,143	(112)

HPS Corporate Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(in thousands)


Investments-non-controlled/non-affiliated	Commitment Type	Unfunded Commitment		Fair Value
CPI Buyer, LLC	1st Lien Senior Secured Revolving Loan	2,115		(43)
Spirit RR Holdings, Inc.	1st Lien Senior Secured Revolving Loan	1,806		(74)
Excelitas Technologies Corp.	1st Lien Senior Secured Revolving Loan	1,413		(50)
NBG Acquisition Corp.	1st Lien Senior Secured Revolving Loan	1,358		(95)
Calabrio, Inc.	1st Lien Senior Secured Revolving Loan	1,152		(25)
Smarsh Inc.	1st Lien Senior Secured Revolving Loan	1,071		(56)
IG Investments Holdings, LLC	1st Lien Senior Secured Revolving Loan	1,036		(32)
Meriplex Communications, LTD	1st Lien Senior Secured Revolving Loan	1,029		(36)
Huskies Parent, Inc.	1st Lien Senior Secured Delayed Draw Loan	1,000		(93)
NBG Acquisition Corp.	1st Lien Senior Secured Delayed Draw Loan	952		(67)
DS Admiral Bidco, LLC	1st Lien Senior Secured Revolving Loan	850		(22)
Patriot Growth Insurance Services, LLC	1st Lien Senior Secured Revolving Loan	822		(22)
AxiomSL Group, Inc.	1st Lien Senior Secured Revolving Loan	812		—
AxiomSL Group, Inc.	1st Lien Senior Secured Delayed Draw Loan	744		—
850 Third Avenue Mezz I, LLC	1st Lien Senior Secured Delayed Draw Loan	643		(90)
ERC Topco Holdings, LLC	1st Lien Senior Secured Delayed Draw Loan	620		(17)
Pediatric Associates Holding Company, LLC	1st Lien Senior Secured Delayed Draw Loan	516		(25)
Tricentis Americas, Inc.	1st Lien Senior Secured Revolving Loan	499		(8)
RSC Acquisition, Inc.	1st Lien Senior Secured Revolving Loan	467		(12)
Galway Borrower LLC	1st Lien Senior Secured Delayed Draw Loan	457		(24)
Riley MergeCo LLC	1st Lien Senior Secured Delayed Draw Loan	456		(23)
Associations Inc.	1st Lien Senior Secured Revolving Loan	403		(6)
Bottomline Technologies, Inc.	1st Lien Senior Secured Revolving Loan	385		(13)
ERC Topco Holdings, LLC	1st Lien Senior Secured Revolving Loan	383		(9)
Riley MergeCo LLC	1st Lien Senior Secured Revolving Loan	304		(15)
Nexus Intermediate III, LLC	1st Lien Senior Secured Delayed Draw Loan	300		(3)
Huskies Parent, Inc.	1st Lien Senior Secured Revolving Loan	294		(24)
Time Manufacturing Holdings, LLC	1st Lien Senior Secured Revolving Loan	255		(15)
VetCor Group Holdings LLC	Unsecured Delayed Draw Loan	250		(19)
AD1 LBV1, LLC	1st Lien Senior Secured Delayed Draw Loan	119		(2)
ABB/CON-CISE Optical Group LLC	1st Lien Senior Secured Revolving Loan	118		(8)
DCA Acquisition Holdings LLC	Unsecured Delayed Draw Loan	88		(2)
Aventine Intermediate LLC	1st Lien Senior Secured Delayed Draw Loan	80		(4)
Higginbotham Insurance Agency, Inc.	1st Lien Senior Secured Delayed Draw Loan	28		—
Zips Car Wash, LLC	1st Lien Senior Secured Delayed Draw Loan	10		—
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

HPS Corporate Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(in thousands)

Currency Purchased

Currency Sold

Counterparty

Settlement Date

Unrealized Appreciation (Depreciation)

U.S. Dollars 11,439

Australian Dollars 17,518

Goldman Sachs Bank USA

3/21/2023

(530)

U.S. Dollars 1,449

Australian Dollars 2,067

Goldman Sachs Bank USA

9/21/2023

U.S. Dollars 4,010

Australian Dollars 6,291

Goldman Sachs Bank USA

12/21/2023

(319)

U.S. Dollars 1,563

Canadian Dollars 2,024

Goldman Sachs Bank USA

9/21/2023

U.S. Dollars 12,622

Euro 12,231

Goldman Sachs Bank USA

3/21/2023

(545)

U.S. Dollars 77,725

Euro 72,453

Goldman Sachs Bank USA

6/21/2023

(705)

U.S. Dollars 3,819

Euro 3,809

Goldman Sachs Bank USA

12/21/2023

(339)

U.S. Dollars 893

Euro 846

Goldman Sachs Bank USA

9/23/2024

(39)

U.S. Dollars 4,002

British Pound 3,280

Goldman Sachs Bank USA

3/21/2023

U.S. Dollars 116,882

British Pound 95,507

Goldman Sachs Bank USA

6/21/2023

1,005

U.S. Dollars 6,868

British Pound 6,303

Goldman Sachs Bank USA

10/15/2024

(784)

Total

(2,136)

Interest rate swaps

Counterparty

Hedged Instrument

Company Receives

Company Pays

Maturity Date

Notional Amount

Fair Market Value

Goldman Sachs Bank USA

November 2025 Notes

8.37%

SOFR + 4.08%

11/14/2025

85,000

314

Goldman Sachs Bank USA

November 2027 Notes

8.43%

SOFR + 4.42%

11/14/2027

77,500

677

Total Interest Rate Swaps

991

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

Table of Content

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”). Prior to June 30, 2023, the Company was externally managed by HPS Investment Partners, LLC (the “Administrator”, or “HPS,” or the “Adviser” for relevant actions taken as a result of its former status as the Company’s investment adviser prior to June 30, 2023). On June 30, 2023, the Company entered into an Amended and Restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with HPS Advisors, LLC (the “Adviser”), a wholly-owned subsidiary of HPS, and HPS in connection with a corporate reorganization of the investment advisory operations with respect to the Company. The Adviser operates as a consolidated subsidiary of HPS and has access to the same resources and investment personnel for management of the Company as HPS. In addition, investment advisory personnel and portfolio managers for the Company will provide the same services to the Company through the Adviser as were provided through 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 $8.0 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 HPS, 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

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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.

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.

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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 the valuation recommendations prepared by the Adviser’s valuation team and, as appropriate, the independent valuation firms’ valuation ranges;

•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

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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.

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 June 30, 2023 and December 31, 2022, there was $0.8 million and $0.0 million, respectively, of collateral pledged which is included in other assets 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 and six months ended June 30, 2023, the Company recorded non-recurring interest income of $9.5 million and $11.1 million, respectively, (e.g. prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts). For the three and six months ended June 30, 2022, the Company

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recorded non-recurring interest income of $0.7 million and $1.4 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 loan has sufficient collateral value and is in the process of collection. As of June 30, 2023 and December 31, 2022, there were two and zero investments on non-accrual status, representing 0.4% 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 and six months ended June 30, 2023, the Company recorded PIK income of $8.2 million and $12.9 million, respectively. For the three and six months ended June 30, 2022, the Company recorded PIK income of $1.0 million and $1.6 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 and six months ended June 30, 2023, the Company recorded $0.0 million of dividend income. For the three and six months ended June 30 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 and six months ended June 30, 2023, the Company recorded other income of $1.2 million and $1.6 million, respectively. For the three and six months ended June 30, 2022, the Company recorded other income of $0.4 million and $0.5 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 and six months ended June 30, 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.

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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 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 and six months ended June 30, 2023, the Company accrued $0.0 million and $(0.0) million of U.S. federal excise tax, respectively. For the three and six months ended June 30, 2022, the Company did not accrue any U.S. federal income tax or excise tax.

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.

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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.

Note 3. Fees, Expenses, Agreements and Related Party Transactions

Investment Advisory Agreement

On January 20, 2022, the Company entered into an investment advisory agreement with HPS, pursuant to which HPS managed the Company on a day-to-day basis until June 30, 2023. On June 30, 2023, the Company entered into the Investment Advisory Agreement with the Adviser, a wholly-owned subsidiary of HPS, and HPS in connection with a corporate reorganization of the investment advisory operations with respect to the Company. 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 one-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 and six months ended June 30, 2023, base management fees were $12.1 million and $23.3 million, respectively. For the three and six months ended June 30, 2022, base management fees were $5.7 million and $7.1 million, respectively, all of which were voluntarily waived by HPS. As of June 30, 2023 and December 31, 2022, $4.1 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.

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(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.

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;

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 and six months ended June 30, 2023, income based incentive fees were $17.2 million and $31.5 million, respectively. For the three and six months ended June 30, 2022, income based incentive fees were $3.3 million and $4.3 million, respectively, all of which were voluntarily waived by the Adviser. As of June 30, 2023 and December 31, 2022, $17.2 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 and six months ended June 30, 2023 and 2022, there were no accrued capital gains incentive fees.

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Administration Agreement

On January 20, 2022, the Company entered into an agreement (the “Former 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 Investment 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 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.

On June 30, 2023, the Company entered into the Second Amended and Restated Administration Agreement (the “New Administration Agreement,” together with the Old Administration Agreement, the “Administration Agreement”). Unless earlier terminated as described below, the New Administration Agreement is effective for an initial one-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 New Administration Agreement, without payment of any penalty, upon 120 days’ written notice. The New 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 and six months ended June 30, 2023, the Company incurred $0.6 million and 1.2 million, respectively, in expenses under the Administration Agreement, which are recorded in “administrative service expenses” in the Company’s Consolidated Statements of Operations. For the three and six months ended June 30, 2022, the Company incurred $0.5 million and $0.8 million, respectively, in expenses under the Administration Agreement. As of June 30, 2023 and December 31, 2022, there was $2.9 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.

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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 payable quarterly (which commenced in the first quarter of 2022) in arrears in five equal quarterly installments that was paid, 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. In addition, in connection with services provided by the Managing Dealer with respect to the sale of shares registered pursuant to the registration statement filed on Form N-2 related to follow-on offering filed on June 30, 2023, HPS agreed to pay a one-time fee of $60,000 to the Managing Dealer. For the avoidance of doubt, such fee shall be borne and paid in its entirety solely by HPS, and such fee (or any portion thereof) shall not be borne or paid directly or indirectly by the Company or the shareholders.

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.

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).

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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 shares	0.85	%
Class I shares	—
Class D shares	0.25	%
Class F shares	0.50	%

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 and six months ended June 30, 2023, the Company accrued distribution and shareholder servicing fees of $0.3 million and $0.6 million attributable to Class D shares, respectively, and $3.1 million and $5.9 million attributable to Class F shares, respectively. For the three and six months ended June 30, 2022, the Company accrued distribution and shareholder servicing fees of $0.1 million and $0.2 million attributable to Class D shares, respectively, and $1.4 million and $1.7 million attributable to Class F shares, respectively, all of which were waived during the periods. As of June 30, 2023 and December 31, 2022, there was $2.3 million and $1.0 million, respectively, of shareholder servicing fees payable to the Managing Dealer.

Expense Support and Conditional Reimbursement Agreement

On January 20, 2022, the Company entered into an expense support and conditional reimbursement agreement with the Adviser. On June 30, 2023, the Company and the Adviser entered into an Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) in connection with the corporate reorganization of the investment advisory operations with respect to the Company. 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).

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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 and six months ended June 30, 2023, the Adviser made no Expense Payments on behalf of the Company. For the three and six months ended June 30, 2022, the Adviser made Expense Payments in the amount of $1.4 million and $4.3 million, respectively. For the three and six months ended June 30, 2023 and 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 and six months ended June 30, 2022:


For the Month Ended	Expense Payments by the Advisor		Reimbursement Payments to the Advisor		Unreimbursed Expense Payments
February 28, 2022(1)	$	2,384	$	—	$	2,384
March 31, 2022	443		—		443
April 30, 2022	718		—		718
May 31, 2022	725		—		725
Total	$	4,270	$	—	$	4,270

(1) Included in this amount is $1.2 million of Expense Payments made by the Advisor, 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 Prior 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:


	June 30, 2023						December 31, 2022
	Amortized Cost		Fair Value		% of Total Investments at Fair Value		Amortized Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	6,954,930	$	6,928,353	98.62	%	$	5,755,124	$	5,614,718	98.22	%
Second lien debt	49,740		48,622		0.69		47,764		45,248		0.79
Unsecured debt	14,871		14,702		0.21		26,302		25,512		0.45
Structured finance investments	29,093		28,953		0.41		28,929		28,737		0.50
Equity investments	4,400		4,729		0.07		2,067		2,306		0.04
Total	$	7,053,034	$	7,025,359	100.00	%	$	5,860,186	$	5,716,521	100.00	%

The industry composition of investments at fair value was as follows:


	June 30, 2023				December 31, 2022
	Fair Value		% of Total Investments at Fair Value		Fair Value		% of Total Investments at Fair Value
Software and Computer Services	$	1,267,091	18.04	%	$	1,158,262	20.26	%
Health Care Providers	863,441		12.29		660,631		11.56
Industrial Support Services	751,716		10.70		567,804		9.93
Media	602,124		8.57		505,035		8.83
Consumer Services	494,676		7.04		458,248		8.02
Non-life Insurance	467,711		6.66		317,816		5.56
Medical Equipment and Services	322,749		4.59		210,831		3.69
Travel and Leisure	308,065		4.39		159,763		2.79
General Industrials	273,980		3.90		265,463		4.64
Pharmaceuticals and Biotechnology	268,042		3.82		196,435		3.44
Aerospace and Defense	248,482		3.54		169,856		2.97
Industrial Engineering	233,406		3.32		186,373		3.26
Personal Care, Drug and Grocery Stores	118,753		1.69		117,320		2.05
Automobiles and Parts	118,595		1.68		118,440		2.07
Technology Hardware and Equipment	97,510		1.39		93,161		1.63
Food Producers	91,742		1.31		86,977		1.52
Telecommunications Service Providers	77,880		1.11		71,695		1.25
Personal Goods	77,214		1.10		70,050		1.23
Electricity	68,789		0.98		8,639		0.15
Finance and Credit Services	49,084		0.69		48,448		0.85
Gas, Water and Multi-utilities	43,637		0.62		43,242		0.76
Real Estate Investment and Services	39,700		0.57		44,822		0.78
Industrial Transportation	32,157		0.46		50,090		0.88
Structured Finance	28,953		0.41		28,737		0.50
Retailers	19,652		0.28		20,322		0.36
Telecommunications Equipment	14,667		0.21		6,445		0.11
Chemicals	12,098		0.16		6,960		0.12
Household Goods and Home Construction	10,353		0.15		17,918		0.31
Investment Banking and Brokerage Services	10,295		0.15		7,606		0.13
Life Insurance	5,836		0.08		5,628		0.10
Industrial Metals and Mining	2,949		0.04		2,922		0.05

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Leisure Goods	1,985		0.03		8,498		0.15
Construction and Materials	1,070		0.02		1,162		0.03
Electronic and Electrical Equipment	957		0.01		922		0.02
Total	$	7,025,359	100.00	%	$	5,716,521	100.00	%

The geographic composition of investments at cost and fair value was as follows:


	June 30, 2023
	Amortized Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
Australia	$	261,746	$	260,179	3.70	%	6.61	%
Canada	55,037		53,706		0.76		1.37
France	35,477		37,024		0.53		0.94
Italy	127,472		135,410		1.93		3.44
Singapore	30,932		30,999		0.44		0.79
Spain	31,426		32,157		0.46		0.82
Taiwan	44,600		42,816		0.61		1.09
United Kingdom	351,379		364,560		5.19		9.27
United States	6,114,965		6,068,508		86.38		154.30
Total	$	7,053,034	$	7,025,359	100.00	%	178.63	%


	December 31, 2022
	Amortized Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
Australia	$	271,143	$	269,430	4.71	%	7.80	%
Canada	40,335		37,399		0.65		1.08
France	24,513		25,139		0.44		0.73
Italy	122,826		127,443		2.23		3.69
Spain	31,337		29,958		0.52		0.87
Taiwan	43,619		42,321		0.74		1.22
United Kingdom	240,099		241,933		4.23		7.00
United States	5,086,314		4,942,898		86.48		143.05
Total	$	5,860,186	$	5,716,521	100.00	%	165.44	%

As of June 30, 2023 and December 31, 2022, there were two and zero investments in the portfolio on non-accrual status, respectively.

As of June 30, 2023 and December 31, 2022, on a fair value basis, 98.8% and 99.1%, respectively, of performing debt investments bore interest at a floating rate and 1.2% 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:


	June 30, 2023
	Level 1		Level 2		Level 3		Total
First lien debt	$	—	$	824,190	$	6,104,163	$	6,928,353
Second lien debt	—		28,583		20,039		48,622
Unsecured debt	—		12,727		1,975		14,702
Structured finance investments	—		28,953		—		28,953
Equity investments	—		—		4,729		4,729
Total investments	$	—	$	894,453	$	6,130,906	$	7,025,359
Cash equivalents	$	143,854	$	—	$	—	$	143,854


	December 31, 2022
	Level 1		Level 2		Level 3		Total
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 June 30, 2023
	First Lien Debt		Second Lien Debt		Unsecured Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	5,774,333	$	18,048	$	1,915	$	2,469	$	5,796,765
Purchases of investments (1)	431,483		1,879		66		2,334		435,762
Proceeds from principal repayments and sales of investments	(138,977)		—		—		(125)		(139,102)
Accretion of discount/amortization of premium	7,621		25		(19)		—		7,627
Net realized gain (loss)	1,853		—		—		(49)		1,804
Net change in unrealized appreciation (depreciation)	27,850		87		13		100		28,050
Transfers into Level 3 (2)	—		—		—		—		—
Transfers out of Level 3 (2)	—		—		—		—		—
Fair value, end of period	$	6,104,163	$	20,039	$	1,975	$	4,729	$	6,130,906
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of June 30, 2023	$	26,888	$	86	$	14	$	102	$	27,090

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	Six Months Ended June 30, 2023
	First Lien Debt		Second Lien Debt		Unsecured Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	4,882,393	$	8,794	$	1,606	$	2,306	$	4,895,099
Purchases of investments (1)	1,292,886		1,879		443		2,913		1,298,121
Proceeds from principal repayments and sales of investments	(169,558)		—		—		(177)		(169,735)
Accretion of discount/amortization of premium	15,602		58		(10)		—		15,650
Net realized gain (loss)	960		—		—		(402)		558
Net change in unrealized appreciation (depreciation)	86,594		(155)		(64)		89		86,464
Transfers into Level 3 (2)	—		9,463		—		—		9,463
Transfers out of Level 3 (2)	(4,714)		—		—		—		(4,714)
Fair value, end of period	$	6,104,163	$	20,039	$	1,975	$	4,729	$	6,130,906
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of June 30, 2023	$	84,064	$	(156)	$	(65)	$	91	$	83,934

(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 and six months ended June 30, 2023, transfers into or out of Level 3 were primarily due to decreased or increased price transparency, respectively.


	Three Months Ended June 30, 2022
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	840,223	$	—	$	67	$	840,290
Purchases of investments(1)	1,365,064		8,776		—		1,373,840
Proceeds from principal repayments and sales of investments	(37,008)		—		—		(37,008)
Accretion of discount/amortization of premium	1,738		3		—		1,741
Net realized gain (loss)	(3)		—		—		(3)
Net change in unrealized appreciation (depreciation)	(15,296)		1		—		(15,295)
Transfers into Level 3(2)	—		—		—		—
Transfers out of Level 3(2)	—		—		—		—
Fair value, end of period	$	2,154,718	$	8,780	$	67	$	2,163,565
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of June 30, 2022	$	(15,296)	$	1	$	—	$	(15,295)


	Six Months Ended June 30, 2022
	First Lien Debt		Second Lien Debt		Equity Investments		Total Investments
Fair value, beginning of period	$	—	$	—	$	—	$	—
Purchases of investments(1)	2,261,818		8,776		67		2,270,661
Proceeds from principal repayments and sales of investments	(92,381)		—		—		(92,381)
Accretion of discount/amortization of premium	2,497		3		—		2,500
Net realized gain (loss)	11		—		—		11
Net change in unrealized appreciation (depreciation)	(17,227)		1		—		(17,226)
Transfers into Level 3(2)	—		—		—		—
Transfers out of Level 3(2)	—		—		—		—
Fair value, end of period	$	2,154,718	$	8,780	$	67	$	2,163,565
Net change in unrealized appreciation (depreciation) related to financial instruments still held as of June 30, 2022	$	(17,227)	$	1	$	—	$	(17,226)

(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 and six months ended June 30, 2022, there were no transfers into or out of Level 3.

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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.


	June 30, 2023
					Range
	Fair Value(1)		Valuation Technique	Unobservable Input	Low		High		Weighted Average(2)
Investments in first lien debt	$	5,735,576	Yield analysis	Discount rate	8.41	%	19.06	%	12.20	%
Investments in second lien debt	18,106		Yield analysis	Discount rate	15.34	%	16.29	%	15.79	%
Investments in unsecured debt	1,976		Yield analysis	Discount rate	13.46	%	15.30	%	14.35	%
Investments in preferred equity	2,220		Yield analysis	Discount rate	11.86	%	17.46	%	14.72	%
Investments in common equity	176		Discounted cash flow	Discount rate	15.00	%	15.00	%	15.00	%
				Exit multiple	10.00x		10.00x		10.00x


	December 31, 2022
					Range
	Fair Value(1)		Valuation Technique	Unobservable Input	Low		High		Weighted Average(2)
Investments in first lien debt	$	3,848,793	Yield analysis	Discount rate	8.14	%	17.70	%	11.47	%
Investments in unsecured debt	704		Yield analysis	Discount rate	14.70	%	14.70	%	14.70	%
Investments in equity	2,108		Yield analysis	Discount rate	7.08	%	16.95	%	11.96	%
	198		Discounted cash flow	Discount rate	15.00	%	15.00	%	15.00	%
				Exit multiple	10.00x		10.00x		10.00x

(1)As of June 30, 2023, included within the fair value of Level 3 assets of $6,130,906 is an amount of $372,852 for which the Adviser did not develop the unobservable inputs (examples include third-party pricing and transaction prices). 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 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.

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Financial Instruments Not Carried at Fair Value

Debt


	June 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
HLEND A Funding Facility	$	604,995	$	604,995	$	453,663	$	453,663
HLEND B Funding Facility	513,796		513,796		482,084		482,084
HLEND C Funding Facility	200,000		200,000		—		—
HLEND D Funding Facility	187,500		187,500		—		—
Revolving Credit Facility	760,270		760,270		704,819		704,819
November 2025 Notes(1)	167,549		169,492		168,462		170,628
November 2027 Notes(1)	153,022		155,237		153,958		156,354
March 2026 Notes(1)	271,339		275,063		—		—
March 2028 Notes(1)	121,637		123,675		—		—
Short-Term Borrowings	157,700		157,700		379,081		379,081
Total	$	3,137,808	$	3,147,728	$	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 $1.5 million, $1.5 million, $2.3 million and $1.1 million, respectively, as of June 30, 2023 and includes the decrease in the notes carrying value of $(0.9) million, $(0.4) million, $(2.4) million and $(1.3) 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 June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
Level 1	$	—	$	—
Level 2	—		—
Level 3	3,147,728		2,346,629
Total	$	3,147,728	$	2,346,629

As of June 30, 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 and six months ended June 30, 2023, the average notional exposure for foreign currency forward contracts were $279.9 million and $265.7 million, respectively, and the average notional exposure for interest rate swaps were $562.5 million and $391.1 million, respectively. During the three and six months ended June 30, 2022, the average notional exposure for foreign currency forward contracts were $179.0 million and $90.1 million, respectively, and the average notional exposure for interest rate swaps was $0.0 million, for both periods.

The following table summarizes the aggregate notional amount and fair value of the Company’s derivative financial instruments as of June 30, 2023 and December 31, 2022.


	June 30, 2023
	Level 1		Level 2		Level 3		Total Fair Value		Notional
Derivative Assets
Foreign currency forward contracts	$	—	$	723	$	—	$	723	$	109,749
Total derivative assets, at fair value	$	—	$	723	$	—	$	723	$	109,749

Derivative Liabilities
Foreign currency forward contracts	$	—	$	(1,954)	$	—	$	(1,954)	$	185,909
Interest rate swaps	—		(5,044)		—		(5,044)		562,500
Total derivative liabilities, at fair value	$	—	$	(6,998)	$	—	$	(6,998)	$	748,409


	December 31, 2022
	Level 1		Level 2		Level 3		Total Fair Value		Notional
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 and six months ended June 30, 2023 and 2022 were as follows:


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
Net change in unrealized gain (loss) on foreign currency forward contracts	$	3,409	$	904
Realized gain (loss) on foreign currency forward contracts	$	(7,152)	$	(7,681)


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Net change in unrealized gain (loss) on foreign currency forward contracts	$	29	$	47
Realized gain (loss) on foreign currency forward contracts	$	82	$	82

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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 June 30, 2023 and December 31, 2022.


		June 30, 2023
Counterparty	Account in the Consolidated Statements of Asset and Liabilities	Gross Amount of Assets		Gross Amount of (Liabilities)		Net amounts presented in the Consolidated Statements of Assets and Liabilities		Collateral Received/Pledged(1)		Net Amounts(2)
Goldman Sachs Bank USA	Derivative liabilities, at fair value	$	723	$	(6,998)	$	(6,275)	$	760	$	(5,515)


		December 31, 2022
Counterparty	Account in the Consolidated Statements of Asset and Liabilities	Gross Amount of Assets		Gross Amount of (Liabilities)		Net amounts presented in the Consolidated Statements of Assets and Liabilities		Collateral Received/Pledged(1)		Net Amounts(2)
Goldman Sachs Bank USA	Derivative liabilities, at fair value	$	1,125	$	(3,261)	$	(2,136)	$	—	$	(2,136)
Goldman Sachs Bank USA	Derivative 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 and six months ended June 30, 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 June 30, 2023		Six Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Interest rate swaps	$	(12,533)	$	(5,044)	$	—	$	—
Hedged items	$	14,684	$	6,911	$	—	$	—

The table below presents the carrying value of unsecured borrowings as of June 30, 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:


	June 30, 2023				December 31, 2022
Description	Carrying Value		Cumulative Hedging Adjustments		Carrying Value		Cumulative Hedging Adjustments
Unsecured Notes	$	713,547	$	6,911	$	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 June 30, 2023 and December 31, 2022, the Company’s asset coverage was 224.89% 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, except for the HLEND C Fund Facility. For the HLEND C Funding Facility, the Company has agreed to provide a limited guaranty of a portion of amounts owed under the HLEND C Fund Facility in the event of certain bad acts, including fraud and certain other willful and intentional breaches of the facility documents.

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 June 30, 2023, the Company was in compliance with all covenants and other requirements of the Credit Facilities and the Unsecured Notes.

As of June 30, 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.

Loans under the HLEND A Funding Facility 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.

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 two business days prior to 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%.

As of June 30, 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

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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. On June 22, 2023, HLEND C entered into an amendment to, among other things, increase the maximum principal amount under the HLEND C Funding Facility from $400 million to $750 million.

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.

As of June 30, 2023, the maximum principal amount under the Agreement was $750 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. The period during which HLEND D may make borrowings under the HLEND D Funding Facility expires on March 31, 2026 and 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 lenders under the Revolving Credit Facility from $925 million to $1,125 million, subject to availability under the borrowing base, which is

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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 June 30, 2023, the Company had $157.7 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 $217.7 million as of June 30, 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:


	June 30, 2023
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion(1)		Amount Available(2)
HLEND A Funding Facility(3)	$	800,000	$	604,995	$	604,995	$	195,005	$	65,967
HLEND B Funding Facility(4)	1,000,000		513,796		513,796		486,204		382,304
HLEND C Funding Facility	750,000		200,000		200,000		550,000		135,554
HLEND D Funding Facility	250,000		187,500		187,500		62,500		62,500
Revolving Credit Facility(5)	1,125,000		760,270		760,270		364,730		364,730
November 2025 Notes(6)	170,000		170,000		167,549		—		—
November 2027 Notes(6)	155,000		155,000		153,022		—		—
March 2026 Notes(7)	276,000		276,000		271,339		—		—
March 2028 Notes(7)	124,000		124,000		121,637		—		—
Short-Term Borrowings	157,700		157,700		157,700		—		—
Total	$	4,807,700	$	3,149,261	$	3,137,808	$	1,658,439	$	1,011,055

(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 June 30, 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 June 30, 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 June 30, 2023, the Company had outstanding borrowings denominated in Euros (EUR) of 151.5 million, in Australian Dollars (AUD) of 285.3 million, in Canadian Dollars (CAD) of 47.1 million and in British Pounds (GBP) of 103.1 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 $1.5 million and $1.5 million, respectively, as of June 30, 2023 and includes the change in the notes carrying value of $(0.9) million and $(0.4) 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 $2.3 million and $1.1 million, respectively, as of June 30, 2023 and includes the change in the notes carrying value of $(2.4) million and $(1.3) 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 Borrowings	379,081		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 June 30, 2023 and December 31, 2022, $39.2 million and $16.6 million, respectively, of interest expense and $0.4 million and $0.8 million, respectively, of unused commitment fees were included in interest payable. For the three months ended June 30, 2023 and 2022, the weighted average interest rate on all borrowings outstanding was 7.98% and 4.51% (including unused fees and amortization of deferred financing and debt issuance costs), respectively, and the average principal debt outstanding was $3,095.3 million and $271.0 million, respectively. For the six months ended June 30, 2023 and 2022, the weighted average interest rate on all borrowings outstanding was 7.80% and 5.25% (including unused fees and amortization of deferred financing and debt issuance costs), respectively, and the average principal debt outstanding was $2,885.0 million and $206.9 million, respectively.

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The components of interest expense were as follows:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
Borrowing interest expense	$	56,596	$	2,227
Facility unused fees	877		534
Amortization of financing and debt issuance costs	1,976		288
Gain (loss) from interest rate swaps accounted for as hedges and the related hedged items:
Interest rate swaps	(12,533)		—
Hedged items	14,684		—
Total interest expense	$	61,600	$	3,049
Cash paid for interest expense	$	57,577	$	2,052


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Borrowing interest expense	$	103,117	$	3,040
Facility unused fees	3,032		890
Amortization of financing and debt issuance costs	3,547		444
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 swaps	(5,044)		—
Hedged items	6,911		—
Total interest expense	$	111,563	$	8,799
Cash paid for interest expense	$	89,387	$	6,632

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. As of June 30, 2023 and December 31, 2022, the Company had unfunded delayed draw term loans and revolvers in the aggregate principal amount of $732.6 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 June 30, 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

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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 June 30, 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 and six months ended June 30, 2022, financing fees of $0.0 million and $3.4 million, respectively, 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 HPS. 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 and six months ended June 30, 2022, $0.0 million and $1.1 million, respectively, 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 six months ended June 30, 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.

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, HPS 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 HPS, 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 June 30, 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.

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The following table summarizes transactions in common shares of beneficial interest during the three months ended June 30, 2023:


	Shares	Amount
CLASS I
Subscriptions	1,585,743	$	38,749
Share transfers between classes	—	—
Distributions reinvested	330,161	8,064
Share repurchases	(168,582)	(4,167)
Early repurchase deduction	—	23
Net increase (decrease)	1,747,322	$	42,669
CLASS D
Subscriptions	2,026,626	$	49,495
Share transfers between classes	223,376	5,462
Distributions reinvested	205,700	5,024
Share repurchases	(1,015,260)	(25,097)
Early repurchase deduction	—	12
Net increase (decrease)	1,440,442	$	34,896
CLASS F
Subscriptions	6,486,082	$	158,441
Share transfers between classes	(223,376)	(5,462)
Distributions reinvested	984,876	24,055
Share repurchases	(2,808,781)	(69,433)
Early repurchase deduction	—	62
Net increase (decrease)	4,438,801	$	107,663
Total net increase (decrease)	7,626,565	$	185,228

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The following table summarizes transactions in common shares of beneficial interest during the six months ended June 30, 2023:


	Shares	Amount
CLASS I
Subscriptions	2,489,409	$	60,642
Share transfers between classes	675,921	16,465
Distributions reinvested	682,337	16,590
Share repurchases	(545,902)	(13,374)
Early repurchase deduction	—	38
Net increase (decrease)	3,301,765	$	80,361
CLASS D
Subscriptions	3,276,005	$	79,895
Share transfers between classes	223,376	5,462
Distributions reinvested	387,709	9,430
Share repurchases	(1,015,260)	(25,097)
Early repurchase deduction	—	20
Net increase (decrease)	2,871,830	$	69,710
CLASS F
Subscriptions	10,612,439	$	258,850
Share transfers between classes	(899,297)	(21,927)
Distributions reinvested	1,997,873	48,579
Share repurchases	(3,490,087)	(86,057)
Early repurchase deduction	—	101
Net increase (decrease)	8,220,928	$	199,546
Total net increase (decrease)	14,394,523	$	349,617

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The following table summarizes transactions in common shares of beneficial interest during the three months ended June 30, 2022:


	Shares	Amount
CLASS I
Subscriptions	11,614,029	$	289,853
Share transfers between classes	—	—
Distributions reinvested	130,757	3,250
Share repurchases	—	—
Early repurchase deduction	—	5
Net increase (decrease)	11,744,786	$	293,108
CLASS D
Subscriptions	5,460,822	$	136,150
Share transfers between classes	—	—
Distributions reinvested	37,241	925
Share repurchases	—	—
Early repurchase deduction	—	2
Net increase (decrease)	5,498,063	$	137,077
CLASS F
Subscriptions	34,428,475	$	856,747
Share transfers between classes	—	—
Distributions reinvested	239,945	5,972
Share repurchases	(41,118)	(1,000)
Early repurchase deduction	—	13
Net increase (decrease)	34,627,302	$	861,732
Total net increase (decrease)	51,870,151	$	1,291,917

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The following table summarizes transactions in common shares of beneficial interest during the six months ended June 30, 2022:


	Shares	Amount
CLASS I
Subscriptions	22,321,278	$	557,897
Share transfers between classes	—	—
Distributions reinvested	160,666	4,001
Share repurchases	—	—
Early repurchase deduction	—	5
Net increase (decrease)	22,481,944	$	561,903
CLASS D
Subscriptions	10,160,097	$	253,975
Share transfers between classes	—	—
Distributions reinvested	39,399	979
Share repurchases	—	—
Early repurchase deduction	—	2
Net increase (decrease)	10,199,496	$	254,956
CLASS F
Subscriptions	55,380,400	$	1,381,431
Share transfers between classes	—	—
Distributions reinvested	267,616	6,666
Share repurchases	(41,118)	(1,000)
Early repurchase deduction	—	13
Net increase (decrease)	55,606,898	$	1,387,110
Total net increase (decrease)	88,288,338	$	2,203,969

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 six months ended June 30, 2023 and 2022:


	NAV Per Share
For the Months Ended	Class S(1)		Class I		Class D		Class 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
April 30, 2023	$	—	$	24.42	$	24.42	$	24.42
May 31, 2023	$	—	$	24.45	$	24.45	$	24.45
June 30, 2023	$	—	$	24.72	$	24.72	$	24.72

(1) Class S has not commenced operations as of June 30, 2023.


	NAV Per Share
For the Months Ended	Class S(1)		Class I		Class D		Class F
February 28, 2022	$	—	$	25.10	$	25.10	$	25.10
March 31, 2022	$	—	$	25.09	$	25.09	$	25.09
April 30, 2022	$	—	$	24.94	$	24.94	$	24.94
May 31, 2022	$	—	$	24.61	$	24.61	$	24.61
June 30, 2022	$	—	$	24.32	$	24.32	$	24.32

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(1) Class S has not commenced operations as of June 30, 2022.

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 six months ended June 30, 2023:


			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share(2)		Distribution Amount
January 19, 2023	January 31, 2023	February 28, 2023	$	0.18100	$	6,441
February 28, 2023	February 28, 2023	March 31, 2023	0.19000		6,980
March 28, 2023	March 31, 2023	April 28, 2023	0.20300		7,518
April 28, 2023	April 30, 2023	May 31, 2023	0.20400		7,561
May 26, 2023	May 31, 2023	June 30, 2023	0.20500		7,668
June 28, 2023	June 30, 2023	July 31, 2023	0.20500		7,907
Total			$	1.18800	$	44,075


			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share(1)(2)		Distribution Amount
January 19, 2023	January 31, 2023	February 28, 2023	$	0.17590	$	3,173
February 28, 2023	February 28, 2023	March 31, 2023	0.18530		3,351
March 28, 2023	March 31, 2023	April 28, 2023	0.19780		3,752
April 28, 2023	April 30, 2023	May 31, 2023	0.19900		3,951
May 26, 2023	May 31, 2023	June 30, 2023	0.19980		4,081
June 28, 2023	June 30, 2023	July 31, 2023	0.20000		4,285
Total			$	1.15780	$	22,593


			Class F
Declaration Date	Record Date	Payment Date	Distribution Per Share(1)(2)		Distribution Amount
January 19, 2023	January 31, 2023	February 28, 2023	$	0.17090	$	16,003
February 28, 2023	February 28, 2023	March 31, 2023	0.18070		16,992
March 28, 2023	March 31, 2023	April 28, 2023	0.19260		18,590
April 28, 2023	April 30, 2023	May 31, 2023	0.19400		18,948
May 26, 2023	May 31, 2023	June 30, 2023	0.19460		19,516
June 28, 2023	June 30, 2023	July 31, 2023	0.19500		20,103
Total			$	1.12780	$	110,152

(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, $0.043, $0.044, $0.045 and $0.045, for January, February, March, April, May and June, respectively, for all share classes outstanding.

The following table presents distributions that were declared during the six months ended June 30, 2022:

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			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
February 27, 2022	February 28, 2022	March 31, 2022	$	0.13542	$	958
March 30, 2022	March 31, 2022	April 29, 2022	0.14640		1,572
April 29, 2022	April 30, 2022	May 31, 2022	0.14640		2,524
May 31, 2022	May 31, 2022	June 30, 2022	0.14640		2,942
June 29, 2022	June 30, 2022	July 29, 2022	0.14640		3,291
Total			$	0.72102	$	11,287


			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
February 27, 2022	February 28, 2022	March 31, 2022	$	0.13542	$	172
March 30, 2022	March 31, 2022	April 29, 2022	0.14640		688
April 29, 2022	April 30, 2022	May 31, 2022	0.14640		1,107
May 31, 2022	May 31, 2022	June 30, 2022	0.14640		1,282
June 29, 2022	June 30, 2022	July 29, 2022	0.14640		1,493
Total			$	0.72102	$	4,742


			Class F
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
February 27, 2022	February 28, 2022	March 31, 2022	$	0.13542	$	1,638
March 30, 2022	March 31, 2022	April 29, 2022	0.14640		3,072
April 29, 2022	April 30, 2022	May 31, 2022	0.14640		4,768
May 31, 2022	May 31, 2022	June 30, 2022	0.14640		6,535
June 29, 2022	June 30, 2022	July 29, 2022	0.14640		8,147
Total			$	0.72102	$	24,160

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 June 30, 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.

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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 six months ended June 30, 2023:


	Class I				Class D				Class F
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.1880	$	44,075	$	1.1578	$	22,593	$	1.1278	$	110,152
Net realized gains	—		—		—		—		—		—
Total	$	1.1880	$	44,075	$	1.1578	$	22,593	$	1.1278	$	110,152

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 six months ended June 30, 2022:


	Class I				Class D				Class F
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.7210	$	11,287	$	0.7210	$	4,742	$	0.7210	$	24,160
Net realized gains	—		—		—		—		—		—
Total	$	0.7210	$	11,287	$	0.7210	$	4,742	$	0.7210	$	24,160

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 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 six months ended June 30, 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, 2023	5.00	%	March 31, 2023	$	25,836	1,058,869	0.73	%
May 30, 2023	5.00	%	June 30, 2023	$	98,692	3,992,380	2.64	%

The following table summarizes the share repurchases completed during the six months ended June 30, 2022:



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)
May 31, 2022	5.00	%	June 30, 2022	$	1,000	41,118	0.11	%

(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.

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Note 10. Financial Highlights

The following are the financial highlights for the six months ended June 30, 2023:


	Six Months Ended June 30, 2023
	Class I			Class D			Class F
Per Share Data:
Net asset value, beginning of period	$	23.88		$	23.88		$	23.88
Net investment income (1)	1.43			1.40			1.37
Net unrealized and realized gain (loss) (2)	0.60			0.60			0.60
Net increase (decrease) in net assets resulting from operations	2.03			2.00			1.97
Distributions from net investment income (3)	(1.19)			(1.16)			(1.13)
Distributions from net realized gains (3)	—			—			—
Net increase (decrease) in net assets from shareholders' distributions	(1.19)			(1.16)			(1.13)
Early repurchase deduction fees (6)	—			—			—
Total increase (decrease) in net assets	0.84			0.84			0.84
Net asset value, end of period	$	24.72		$	24.72		$	24.72
Shares outstanding, end of period	38,403,644			20,410,089			100,280,440
Total return based on NAV (4)	8.64		%	8.51		%	8.38		%
Ratios:
Ratio of net expenses to average net assets (5)	9.43		%	9.76		%	9.94		%
Ratio of net investment income to average net assets (5)	11.90		%	11.75		%	11.42		%
Portfolio turnover rate	5.64		%	5.64		%	5.64		%
Supplemental Data:
Net assets, end of period	$	949,403		$	504,572		$	2,479,041
Asset coverage ratio	224.9		%	224.9		%	224.9		%

(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 six months ended June 30, 2023, amounts are annualized except for non-recurring expenses.

(6)The per share amount rounds to less than $0.01 per share.

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The following are the financial highlights for the six months ended June 30, 2022:


	Six Months Ended June 30, 2022
	Class I			Class D			Class F
Per Share Data:
Net asset value, beginning of period	$	25.00		$	25.00		$	25.00
Net investment income (1)	0.83			0.79			0.82
Net unrealized and realized gain (loss) (2)	(0.79)			(0.75)			(0.78)
Net increase (decrease) in net assets resulting from operations	0.04			0.04			0.04
Distributions from net investment income (3)	(0.72)			(0.72)			(0.72)
Distributions from net realized gains (3)	—			—			—
Net increase (decrease) in net assets from shareholders' distributions	(0.72)			(0.72)			(0.72)
Total increase (decrease) in net assets	(0.68)			(0.68)			(0.68)
Net asset value, end of period	$	24.32		$	24.32		$	24.32
Shares outstanding, end of period	22,482,044			10,199,496			55,606,898
Total return based on NAV (4)	0.14		%	0.14		%	0.14		%
Ratios:
Ratio of net expenses to average net assets (5)	1.93		%	1.33		%	1.74		%
Ratio of net investment income to average net assets (5)	8.25		%	7.83		%	8.15		%
Portfolio turnover rate	4.45		%	4.45		%	4.45		%
Supplemental Data:
Net assets, end of period	$	546,682		$	248,011		$	1,352,126
Asset coverage ratio	372.3		%	372.3		%	372.3		%

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(2)The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 9).

(5)For the six months ended June 30, 2022, amounts are annualized except for non-recurring expenses. For the six months ended June 30, 2022, the ratio of total operating expenses to average net assets was 4.78%, 4.09% and 4.68% 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 2.85%, 2.76% and 2.94% on Class I, Class D and Class F, respectively, of average net assets.

Note 11. Joint Venture

On June 1, 2023, the Company entered into a limited liability company agreement (the “LLC Agreement”) with the Capital One Member (“COM”) to establish a joint venture to make certain unitranche loans to U.S. middle-market companies. The joint venture is called ULTRA III, LLC (“ULTRA III”). The Company and COM will provide capital to ULTRA III in the form of membership interests. The initial maximum investment amounts in ULTRA III for the Company and COM are approximately $200 million and $28.6 million, respectively, which correspond to initial membership interests of approximately 87.5% and 12.5%, respectively. The Agreement is effective as of June 1, 2023.

All portfolio decisions and generally all other decisions in respect of ULTRA III must be approved by a credit committee of ULTRA III consisting of representatives of the Company and COM (generally with approval from a representative of each required).

A Capital One entity is providing a senior revolving financing facility to ULTRA III.

The Company and COM will have equal voting rights with respect to the joint venture. The Company will not consolidate the assets and liabilities of the ULTRA III joint venture. As of June 30, 2023, the joint venture has not yet commenced investment activities.

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Note 12. 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 June 30, 2023, except as discussed below.

Subscriptions

The Company received $147.4 million of net proceeds relating to the issuance of Class I shares, Class D shares, and Class F shares for subscriptions effective July 1, 2023.

The Company received $209.9 million of net proceeds relating to the issuance of Class I shares, Class D shares, and Class F shares for subscriptions effective August 1, 2023.

Distributions Declarations

On July 31, 2023, the Company’s Board declared net distributions of $0.1600 per Class I share, $0.1548 per Class D share, and $0.1495 per Class F share, all of which are payable on August 31, 2023 to shareholders of record as of July 31, 2023. Additionally, the Company’s Board declared variable supplemental distributions of $0.0450 for all share classes outstanding, all of which are payable on August 31, 2023 to shareholders of record as of July 31, 2023.

Financing Transactions

On July 12, 2023, the Company increased the aggregate commitments of the lenders under the Revolving Credit Facility from $1,125 million to $1,275 million through the accordion feature of the Revolving Credit Facility.

On August 1, 2023, the Company entered into the First Amendment to the HLEND D Funding Facility Credit Agreement (the “Amendment”). The Amendment provides for, among other things, an increase in the Maximum Facility Amount under the HLEND D Funding Facility from $250 million to $500 million.

Governance

On August 8, 2023, the Board appointed Grishma Parekh to serve as President of the Company. Ms. Parekh is a Managing Director at HPS and Co-Head of North American Core Senior Lending.

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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 and a wholly-owned subsidiary of HPS. 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 funds sponsored or managed by the Adviser or HPS. We expect to invest in co-investment transactions with other funds sponsored or managed by the Adviser or HPS.

To seek to enhance our returns, we employ leverage as market conditions permit and at the discretion of the Adviser, but 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 Prior Expense Support Agreement. After such date, the Company bears all such expenses, subject to the Expense Support Agreement. Pursuant to the Expense Support Agreements, 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 pay on our behalf), subject to certain conditions. See “—Expense Support and Conditional Reimbursement Agreement.” Any reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers for goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser, 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 June 30, 2023		As of and for the three months ended June 30, 2022
Total investments, beginning of period	$	6,719,271	$	1,274,126
New investments purchased	591,134		1,879,082
Net accretion of discount on investments	8,875		2,057
Net realized gain (loss) on investments	365		61
Investments sold or repaid	(266,611)		(58,062)
Total investments, end of period	$	7,053,034	$	3,097,264

The following table presents certain selected information regarding our investment portfolio:


	June 30, 2023		December 31, 2022
Weighted average yield on debt and income producing investments, at amortized cost(1)	12.0%		10.9%
Weighted average yield on debt and income producing investments, at fair value(1)	12.0%		11.1%
Number of portfolio companies	211		195
Weighted average EBITDA(2)	$	196	$	178
Weighted average loan-to-value (“LTV”) (3)	42%		41%
Percentage of debt investments bearing a floating rate, at fair value	98.8%		99.1%
Percentage of debt investments bearing a fixed rate, at fair value	1.2%		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:


	June 30, 2023						December 31, 2022
	Amortized Cost		Fair Value		% of Total Investments at Fair Value		Amortized Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	6,954,930	$	6,928,353	98.62	%	$	5,755,124	$	5,614,718	98.22	%
Second lien debt	49,740		48,622		0.69		47,764		45,248		0.79
Unsecured debt	14,871		14,702		0.21		26,302		25,512		0.45
Structured finance investments	29,093		28,953		0.41		28,929		28,737		0.50
Equity investments	4,400		4,729		0.07		2,067		2,306		0.04
Total	$	7,053,034	$	7,025,359	100.00	%	$	5,860,186	$	5,716,521	100.00	%

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As of June 30, 2023 and December 31, 2022, there were two 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 June 30, 2023 and December 31, 2022:


	June 30, 2023				December 31, 2022
	Fair Value		Percentage		Fair Value		Percentage
Performing	$	6,994,268	99.62	%	$	5,714,215	100.00	%
Non-accrual	26,362		0.38		—		—
Total	$	7,020,630	100.00	%	$	5,714,215	100.00	%

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


	June 30, 2023		December 31, 2022
Software and Computer Services	18.04	%	20.26	%
Health Care Providers	12.29		11.56
Industrial Support Services	10.70		9.93
Media	8.57		8.83
Consumer Services	7.04		8.02
Non-life Insurance	6.66		5.56
Medical Equipment and Services	4.59		3.69
Travel and Leisure	4.39		2.79
General Industrials	3.90		4.64
Pharmaceuticals and Biotechnology	3.82		3.44
Aerospace and Defense	3.54		2.97
Industrial Engineering	3.32		3.26
Personal Care, Drug and Grocery Stores	1.69		2.05
Automobiles and Parts	1.68		2.07
Technology Hardware and Equipment	1.39		1.63
Food Producers	1.31		1.52
Telecommunications Service Providers	1.11		1.25
Personal Goods	1.10		1.23
Electricity	0.98		0.15
Finance and Credit Services	0.69		0.85
Gas, Water and Multi-utilities	0.62		0.76
Real Estate Investment and Services	0.57		0.78
Industrial Transportation	0.46		0.88
Structured Finance	0.41		0.50
Retailers	0.28		0.36
Telecommunications Equipment	0.21		0.11
Chemicals	0.16		0.12
Household Goods and Home Construction	0.15		0.31
Investment Banking and Brokerage Services	0.15		0.13
Life Insurance	0.08		0.10
Industrial Metals and Mining	0.04		0.05
Leisure Goods	0.03		0.15
Construction and Materials	0.02		0.03
Electronic and Electrical Equipment	0.01		0.02
Total	100.00	%	100.00	%

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


	June 30, 2023		December 31, 2022
Australia	3.70	%	4.71	%
Canada	0.76		0.65
France	0.53		0.44
Italy	1.93		2.23
Singapore	0.44		—
Spain	0.46		0.52
Taiwan	0.61		0.74
United Kingdom	5.19		4.23
United States	86.38		86.48
Total	100.00	%	100.00	%

Our Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include, but are not limited to, the following:

•assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

•periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

•comparisons to our other portfolio companies in the industry, if any;

•attendance at and participation in board meetings or presentations by portfolio companies; and

•review of monthly and quarterly financial statements and financial projections of portfolio companies.

Results of Operations

The following table represents our operating results:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Total investment income	$	215,805	$	37,750	$	394,581	$	55,919
Net expenses	98,693		4,097		180,851		9,884
Net investment income before excise tax	117,112		33,653		213,730		46,035
Excise tax expense	—		—		(5)		—
Net investment income after excise tax	117,112		33,653		213,735		46,035
Net realized gain (loss)	(6,760)		3,132		(18,189)		3,433
Net change in unrealized appreciation (depreciation)	35,566		(63,380)		109,401		(66,432)
Net increase (decrease) in net assets resulting from operations	$	145,918	$	(26,595)	$	304,947	$	(16,964)

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 June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Interest income	$	206,356	$	36,341	$	379,998	$	53,779
Payment-in-kind interest income	8,161		1,024		12,891		1,641
Dividend income	47		—		47		—
Other income	1,241		385		1,645		499
Total investment income	$	215,805	$	37,750	$	394,581	$	55,919

Total investment income increased to $215.8 million for the three months ended June 30, 2023 from $37.8 million for the same period in the prior year primarily driven by our deployment of capital and the increased balance of our investments. The size of our investment portfolio at fair value was $7,025.4 million and our weighted average yield on debt and income producing securities at fair value was 12.0%.

Total investment income increased to $394.6 million for the six months ended June 30, 2023 from $55.9 million for the same period in the prior year primarily driven by our deployment of capital and the increased balance of our investments.

Expenses

Expenses were as follows:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Interest expense	$	61,600	$	3,049	$	111,563	$	8,799
Management fees	12,070		5,656		23,258		7,081
Income based incentive fee	17,211		3,319		31,459		4,335
Distribution and shareholder servicing fees
Class D	313		137		588		168
Class F	3,055		1,370		5,890		1,701
Professional fees	1,285		578		2,204		990
Board of Trustees’ fees	145		125		286		263
Administrative service expenses	581		539		1,154		753
Other general & administrative	2,044		702		3,695		1,253
Amortization of continuous offering costs	389		547		754		900
Excise tax expense	—		—		(5)		—
Total expenses (including excise tax expense)	98,693		16,022		180,846		26,243
Expense support	—		(1,443)		—		(4,270)
Reimbursable expenses previously borne by Adviser	—		—		—		1,196
Distribution and shareholder servicing fees waived	—		(1,507)		—		(1,869)
Management fees waived	—		(5,656)		—		(7,081)
Incentive fees waived	—		(3,319)		—		(4,335)
Net expenses (including excise tax expense)	$	98,693	$	4,097	$	180,846	$	9,884

Interest Expense

Total interest expense (including unused fees, amortization of deferred financing costs, financing fees and backstop fees) increased to $61.6 million for the three months ended June 30, 2023 from $3.0 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 $3,095.3 million for the three months ended June 30, 2023 from $271.0 million for the same period in the prior year.

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Total interest expense (including unused fees, amortization of deferred financing costs, financing fees and backstop fees) increased to $111.6 million for the six months ended June 30, 2023 from $8.8 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 $2,885.0 million for the six months ended June 30, 2023 from $206.9 million for the same period in the prior year.

Management Fees

Management fees increased to $12.1 million for the three months ended June 30, 2023 from $5.7 million for the same period in the prior year primarily due to an increase in net assets. Management fees increased to $23.3 million for the six months ended June 30, 2023 from $7.1 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. As our investment adviser prior to June 30, 2023, HPS 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 $5.7 million and $7.1 million, respectively, for the three and six months ended June 30, 2022.

Income Based Incentive Fee

Income based incentive fees increased to $17.2 million for the three months ended June 30, 2023 from $3.3 million for the same period in the prior year primarily due to our deployment of capital. Income based incentive fees increased to $31.5 million for the six months ended June 30, 2023 from $4.3 million for the same period in the prior year primarily due to our deployment of capital. As our investment adviser prior to June 30, 2023, HPS 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 $3.3 million and $4.3 million, respectively, for the three and six months ended June 30, 2022.

Capital Gains Incentive Fees

For the three and six months ended June 30, 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 $7.8 million for the three months ended June 30, 2023, from $4.0 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.

Total other expenses increased to $14.6 million for the six months ended June 30, 2023, from $6.0 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 June 30, 2023, the Administrator charged $0.6 million, an increase from $0.5 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. For the six months ended June 30, 2023, the Administrator charged $1.2 million, an increase

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from $0.8 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 June 30, 2023 and 2022, we incurred U.S. federal excise tax of $0.0 million and $0.0 million, respectively. For the six months ended June 30, 2023 and 2022, we incurred U.S. federal excise tax of $(0.0) million and $0.0 million, respectively.

Net Realized Gain (Loss)

Net realized gains and losses were comprised of the following:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Non-controlled/non-affiliated investments	$	365	$	61	$	(10,366)	$	78
Foreign currency forward contracts	(7,152)		82		(7,681)		82
Foreign currency transactions	27		2,989		(142)		3,273
Net realized gain (loss)	$	(6,760)	$	3,132	$	(18,189)	$	3,433

For the three and six months ended June 30, 2023, we generated realized loss of $(6.8) million and $(18.2) million, respectively, which was primarily comprised of net realized losses on broadly syndicated loans, the restructuring of debt investments and foreign currency forwards contracts.

For the three and six months ended June 30, 2022, we generated realized gains of $3.1 million and $3.4 million, respectively, 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 June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Non-controlled/non-affiliated investments	$	38,117	$	(67,845)	$	115,990	$	(71,001)
Foreign currency forward contracts	3,409		29		904		47
Translation of assets and liabilities in foreign currencies	(5,960)		4,436		(7,493)		4,522
Net change in unrealized appreciation (depreciation)	$	35,566	$	(63,380)	$	109,401	$	(66,432)

For the three months ended June 30, 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 June 30, 2022, the fair value of our debt investments decreased due to spread widening in both the public and, to a lesser extent, private credit markets.

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For the six months ended June 30, 2023, the fair value of our debt investments increased due to spread tightening in both the public and private credit markets. For the six months ended June 30, 2022, the fair value of our debt investments decreased due to spread widening in both the public and, to a lesser extent, private 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 June 30, 2023 and December 31, 2022, we had four and two asset-based leverage facilities, 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 plus preferred stock, is at least 150%. As of June 30, 2023 and December 31, 2022, we had an aggregate amount of $3,149.3 million and $2,344.6 million, respectively, of debt outstanding and our asset coverage ratio was 224.89% 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 June 30, 2023, taken together with our $1,658.4 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 June 30, 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 $894.5 million of syndicated loans and other liquid investments as of June 30, 2023, which could provide additional liquidity if necessary.

Although we were able to close on credit facilities and issue debt securities during the six months ended June 30, 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 June 30, 2023, we had $187.8 million in cash and cash equivalents. During the six months ended June 30, 2023, cash used in operating activities was $921.6 million, primarily as a result of funding portfolio investments of $1,539.2 million and partially offset by proceeds from sale of investments and principal repayments of $366.2 million and other operating uses of $251.4 million. Cash provided by financing activities was $1,035.2 million during the period, primarily as a result of new share issuances related to $399.4 million of subscriptions and net borrowings of $796.9 million.

As of June 30, 2022, we had $162.7 million in cash and cash equivalents. During the six months ended June 30, 2022, cash used in operating activities was $2,788.2 million, primarily as a result of funding portfolio investments of $3,165.4 million, partially offset by an increase in unsettled payables of $271.6 million and proceeds from sale of investments and principal repayments of $72.6 million. Cash provided by financing activities was $2,950.9 million during the period, primarily as a result of new share issuances related to $2,193.3 million of subscriptions and net borrowings of $788.4 million.

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Equity

The following table summarizes transactions in common shares of beneficial interest during the three months ended June 30, 2023:


	Shares	Amount
CLASS I
Subscriptions	1,585,743	$	38,749
Share transfers between classes	—	—
Distributions reinvested	330,161	8,064
Share repurchases	(168,582)	(4,167)
Early repurchase deduction	—	23
Net increase (decrease)	1,747,322	$	42,669
CLASS D
Subscriptions	2,026,626	$	49,495
Share transfers between classes	223,376	5,462
Distributions reinvested	205,700	5,024
Share repurchases	(1,015,260)	(25,097)
Early repurchase deduction	—	12
Net increase (decrease)	1,440,442	$	34,896
CLASS F
Subscriptions	6,486,082	$	158,441
Share transfers between classes	(223,376)	(5,462)
Distributions reinvested	984,876	24,055
Share repurchases	(2,808,781)	(69,433)
Early repurchase deduction	—	62
Net increase (decrease)	4,438,801	$	107,663
Total net increase (decrease)	7,626,565	$	185,228

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The following table summarizes transactions in common shares of beneficial interest during the six months ended June 30, 2023:


	Shares	Amount
CLASS I
Subscriptions	2,489,409	$	60,642
Share transfers between classes	675,921	16,465
Distributions reinvested	682,337	16,590
Share repurchases	(545,902)	(13,374)
Early repurchase deduction	—	38
Net increase (decrease)	3,301,765	$	80,361
CLASS D
Subscriptions	3,276,005	$	79,895
Share transfers between classes	223,376	5,462
Distributions reinvested	387,709	9,430
Share repurchases	(1,015,260)	(25,097)
Early repurchase deduction	—	20
Net increase (decrease)	2,871,830	$	69,710
CLASS F
Subscriptions	10,612,439	$	258,850
Share transfers between classes	(899,297)	(21,927)
Distributions reinvested	1,997,873	48,579
Share repurchases	(3,490,087)	(86,057)
Early repurchase deduction	—	101
Net increase (decrease)	8,220,928	$	199,546
Total net increase (decrease)	14,394,523	$	349,617

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The following table summarizes transactions in common shares of beneficial interest during the three months ended June 30, 2022:


	Shares	Amount
CLASS I
Subscriptions	11,614,029	$	289,853
Share transfers between classes	—	—
Distributions reinvested	130,757	3,250
Share repurchases	—	—
Early repurchase deduction	—	5
Net increase (decrease)	11,744,786	$	293,108
CLASS D
Subscriptions	5,460,822	$	136,150
Share transfers between classes	—	—
Distributions reinvested	37,241	925
Share repurchases	—	—
Early repurchase deduction	—	2
Net increase (decrease)	5,498,063	$	137,077
CLASS F
Subscriptions	34,428,475	$	856,747
Share transfers between classes	—	—
Distributions reinvested	239,945	5,972
Share repurchases	(41,118)	(1,000)
Early repurchase deduction	—	13
Net increase (decrease)	34,627,302	$	861,732
Total net increase (decrease)	51,870,151	$	1,291,917

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The following table summarizes transactions in common shares of beneficial interest during the six months ended June 30, 2022:


	Shares	Amount
CLASS I
Subscriptions	22,321,278	$	557,897
Share transfers between classes	—	—
Distributions reinvested	160,666	4,001
Share repurchases	—	—
Early repurchase deduction	—	5
Net increase (decrease)	22,481,944	$	561,903
CLASS D
Subscriptions	10,160,097	$	253,975
Share transfers between classes	—	—
Distributions reinvested	39,399	979
Share repurchases	—	—
Early repurchase deduction	—	2
Net increase (decrease)	10,199,496	$	254,956
CLASS F
Subscriptions	55,380,400	$	1,381,431
Share transfers between classes	—	—
Distributions reinvested	267,616	6,666
Share repurchases	(41,118)	(1,000)
Early repurchase deduction	—	13
Net increase (decrease)	55,606,898	$	1,387,110
Total net increase (decrease)	88,288,338	$	2,203,969

Distributions and Distribution Reinvestment

The following table summarizes our distributions declared and payable for the six months ended June 30, 2023 (dollar amounts in thousands, except per share amounts):


			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share(2)		Distribution Amount
January 19, 2023	January 31, 2023	February 28, 2023	$	0.1810	$	6,441
February 28, 2023	February 28, 2023	March 31, 2023	0.1900		6,980
March 28, 2023	March 31, 2023	April 28, 2023	0.2030		7,518
April 28, 2023	April 30, 2023	May 31, 2023	0.2040		7,561
May 26, 2023	May 31, 2023	June 30, 2023	0.2050		7,668
June 28, 2023	June 30, 2023	July 31, 2023	0.2050		7,907
Total			$	1.1880	$	44,075

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			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share(1)(2)		Distribution Amount
January 19, 2023	January 31, 2023	February 28, 2023	$	0.1759	$	3,173
February 28, 2023	February 28, 2023	March 31, 2023	0.1853		3,351
March 28, 2023	March 31, 2023	April 28, 2023	0.1978		3,752
April 28, 2023	April 30, 2023	May 31, 2023	0.1990		3,951
May 26, 2023	May 31, 2023	June 30, 2023	0.1998		4,081
June 28, 2023	June 30, 2023	July 31, 2023	0.2000		4,285
Total			$	1.1578	$	22,593


			Class F
Declaration Date	Record Date	Payment Date	Distribution Per Share(1)(2)		Distribution Amount
January 19, 2023	January 31, 2023	February 28, 2023	$	0.17090	$	16,003
February 28, 2023	February 28, 2023	March 31, 2023	0.18070		16,992
March 28, 2023	March 31, 2023	April 28, 2023	0.19260		18,590
April 28, 2023	April 30, 2023	May 31, 2023	0.19400		18,948
May 26, 2023	May 31, 2023	June 30, 2023	0.19460		19,516
June 28, 2023	June 30, 2023	July 31, 2023	0.19500		20,103
Total			$	1.12780	$	110,152

(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, $0.043, $0.044, $0.045 and $0.045, for January, February, March, April, May and June respectively, for all share classes outstanding.

The following table presents distributions that were declared during the six months ended June 30, 2022 (dollar amounts in thousands, except per share amounts):


			Class I
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
February 27, 2022	February 28, 2022	March 31, 2022	$	0.13542	$	958
March 30, 2022	March 31, 2022	April 29, 2022	0.14640		1,572
April 29, 2022	April 30, 2022	May 31, 2022	0.14640		2,524
May 31, 2022	May 31, 2022	June 30, 2022	0.14640		2,942
June 29, 2022	June 30, 2022	July 29, 2022	0.14640		3,291
Total			$	0.72102	$	11,287


			Class D
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
February 27, 2022	February 28, 2022	March 31, 2022	$	0.13542	$	172
March 30, 2022	March 31, 2022	April 29, 2022	0.14640		688
April 29, 2022	April 30, 2022	May 31, 2022	0.14640		1,107
May 31, 2022	May 31, 2022	June 30, 2022	0.14640		1,282
June 29, 2022	June 30, 2022	July 29, 2022	0.14640		1,493
Total			$	0.72102	$	4,742

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			Class F
Declaration Date	Record Date	Payment Date	Distribution Per Share		Distribution Amount
February 27, 2022	February 28, 2022	March 31, 2022	$	0.13542	$	1,638
March 30, 2022	March 31, 2022	April 29, 2022	0.14640		3,072
April 29, 2022	April 30, 2022	May 31, 2022	0.14640		4,768
May 31, 2022	May 31, 2022	June 30, 2022	0.14640		6,535
June 29, 2022	June 30, 2022	July 29, 2022	0.14640		8,147
Total			$	0.72102	$	24,160

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 six months ended June 30, 2023:


	Class I				Class D				Class F
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	1.1880	$	44,075	$	1.1578	$	22,593	$	1.1278	$	110,152
Net realized gains	—		—		—		—		—		—
Total	$	1.1880	$	44,075	$	1.1578	$	22,593	$	1.1278	$	110,152

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 six months ended June 30, 2022:


	Class I				Class D				Class F
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	0.7210	$	11,287	$	0.7210	$	4,742	$	0.7210	$	24,160
Net realized gains	—		—		—		—		—		—
Total	$	0.7210	$	11,287	$	0.7210	$	4,742	$	0.7210	$	24,160

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

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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 six months ended June 30, 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, 2023	5.00	%	March 31, 2023	$	25,836	1,058,869	0.73	%
May 30, 2023	5.00	%	June 30, 2023	$	98,692	3,992,380	2.64	%

(1)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.

(2)Amounts not inclusive of Early Repurchase Deduction.

The following table further summarizes the share repurchases completed during the six months ended June 30, 2022:



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)
May 31, 2022	5.00	%	June 30, 2022	$	1,000	41,118	0.11	%

(1)Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.

(2)Amounts not inclusive of Early Repurchase Deduction.

Borrowings

Our outstanding debt obligations were as follows:


	June 30, 2023
	Aggregate Principal Committed		Outstanding Principal		Carrying Value		Unused Portion(1)		Amount Available(2)
HLEND A Funding Facility(3)	$	800,000	$	604,995	$	604,995	$	195,005	$	65,967
HLEND B Funding Facility(4)	1,000,000		513,796		513,796		486,204		382,304
HLEND C Funding Facility	750,000		200,000		200,000		550,000		135,554
HLEND D Funding Facility	250,000		187,500		187,500		62,500		62,500
Revolving Credit Facility(5)	1,125,000		760,270		760,270		364,730		364,730
November 2025 Notes(6)	170,000		170,000		167,549		—		—
November 2027 Notes(6)	155,000		155,000		153,022		—		—
March 2026 Notes(7)	276,000		276,000		271,339		—		—
March 2028 Notes(7)	124,000		124,000		121,637		—		—
Short-Term Borrowings	157,700		157,700		157,700		—		—
Total	$	4,807,700	$	3,149,261	$	3,137,808	$	1,658,439	$	1,011,055

(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.

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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 Borrowings	379,081		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.

A summary of our contractual payment obligations under our credit facilities, unsecured notes and other short-term borrowings as of June 30, 2023, is as follows:


	June 30, 2023
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
HLEND A Funding Facility	$	604,995	$	—	$	—	$	604,995	$	—
HLEND B Funding Facility	513,796		—		—		513,796		—
HLEND C Funding Facility	200,000		—		—		—		200,000
HLEND D Funding Facility	187,500		—		—		187,500		—
Revolving Credit Facility	760,270		—		—		760,270		—
November 2025 Notes	170,000		—		170,000		—		—
November 2027 Notes	155,000		—		—		155,000		—
March 2026 Notes	276,000		—		276,000		—		—
March 2028 Notes	124,000		—		—		124,000		—
Short-Term Borrowings	157,700		157,700		—		—		—
Total	$	3,149,261	$	157,700	$	446,000	$	2,345,561	$	200,000

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

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loan agreements. As of June 30, 2023 and December 31, 2022, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $732.6 million and $895.9 million, respectively.

Warehousing Transactions

We entered into a warehouse transaction whereby we agreed, subject to certain conditions, to purchase certain assets from a party unaffiliated with HPS. 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 June 30, 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 Transactions” to 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/A	N/A
Class I (no upfront placement fee)	February 3, 2022	8.64	%
Class I (with upfront placement fee)	February 3, 2022	6.47	%
Class D (no upfront placement fee)	February 3, 2022	8.51	%
Class D (with upfront placement fee)	February 3, 2022	6.34	%
Class F (no upfront placement fee)	February 3, 2022	8.38	%
Class F (with upfront placement fee)	February 3, 2022	6.21	%

(1)Performance is through June 30, 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 June 30, 2023.

Recent Developments

Subscriptions

The Company received $147.4 million of net proceeds relating to the issuance of Class I shares, Class D shares, and Class F shares for subscriptions effective July 1, 2023.

The Company received $209.9 million of net proceeds relating to the issuance of Class I shares, Class D shares, and Class F shares for subscriptions effective August 1, 2023.

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Distributions Declarations

Financing Transactions

On August 1, 2023, the Company entered into the Amendment to the HLEND D Funding Facility Credit Agreement. The Amendment provides for, among other things, an increase in the Maximum Facility Amount under the HLEND D Funding Facility from $250 million to $500 million.

Governance

On August 8, 2023, the Board appointed Grishma Parekh to serve as President of the Company. Ms. Parekh is a Managing Director at HPS and Co-Head of North American Core Senior Lending. Prior to joining HPS in 2020, Ms. Parekh spent over twelve years as a Partner and Managing Director at The Carlyle Group. During her tenure at The Carlyle Group, Ms. Parekh was a founding member of the Direct Lending platform, served as Head of Origination for Illiquid Credit, and was a member of the investment committee for the Direct Lending business. Prior to joining The Carlyle Group in 2007, Ms. Parekh was an Investment Banking Associate at JPMorgan where she was responsible for originating, structuring and executing high yield bond and leveraged loan transactions. Ms. Parekh holds a BS in Finance and Information Systems from the Stern School of Business at New York University. Ms. Parekh joined the Board of the Company in August 2021.

On August 8, 2023, the Board adopted the Sixth Amended and Restated Declaration of Trust, which amends the Company’s previously effective declaration of trust to (i) allow shareholders to elect trustees at annual meetings, (ii) to establish fixed terms for the trustees, (iii) and to restrict the rights of the Board to act without shareholder approval in certain circumstances.

The Sixth Amended and Restated Declaration of Trust took immediate effect upon its approval.

The foregoing description is qualified in its entirety by reference to a copy of the Sixth Amended and Restated Declaration of Trust, which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.

On August 8, 2023, the Board adopted the Amended and Restated Bylaws, which amends the Company’s previously effective bylaws to (i) require the Company to hold an annual meeting, (ii) increase the minimum shareholder present to constitute a quorum at the meeting from one-third of the outstanding shares to fifty percent of the outstanding shares, and (iii) clarify the effect of failing to realize a quorum at a meeting where a contested election occurs and the actions the Company shall take in response.

The Amended and Restated Bylaws took immediate effect upon its approval.

The foregoing description is qualified in its entirety by reference to a copy of the Amended and Restated Bylaws, which is filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated by reference herein.

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.

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•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) 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.

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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 June 30, 2023, 98.8% 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 June 30, 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 Income		Interest Expense		Net Income
Up 300 basis points	$	214,440	$	(89,603)	$	124,837
Up 200 basis points	142,960		(59,735)		83,225
Up 100 basis points	71,480		(29,868)		41,612
Down 100 basis points	(71,480)		29,868		(41,612)
Down 200 basis points	(142,960)		59,735		(83,225)

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

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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 June 30, 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 Pre-Effective Amendment No. 7 to our registration statement on Form N-2 filed on June 30, 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 six months ended June 30, 2023 to the risk factors set forth in “Risk Factors” of the Pre-Effective Amendment No. 7 to our registration statement on Form N-2 filed on June 30, 2023.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

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 six months ended June 30, 2023 (dollars in thousands):


Offer Date	Repurchase Deadline Request	Purchase Price per Share		Number of Shares Repurchased (all classes)	Amount Repurchased (all classes)
February 2, 2023	March 2, 2023	$	24.40	1,058,869	$	25,836
May 2, 2023	May 30, 2023	$	24.72	3,992,380	$	98,692

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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Item 5. Other Information.

None.

Item 6. Exhibits.


Exhibit Number						Description of Exhibits
3.1						Sixth Amended and Restated Declaration of Trust (filed herewith).

3.2						Amended and Restated Bylaws (filed herewith).

10.1						Limited Liability Company Agreement dated June 1, 2023 by and among HPS Corporate Lending Fund and the Capital One Member (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01431), filed on June 7, 2023).

10.2						Amendment Agreement dated June 22, 2023 by and among HPS Corporate Lending Fund, as equity holder, HLEND Holdings C, L.P., as borrower, U.S. Bank Trust Company, National Association, as administrative agent and U.S. collateral agent, U.S. Bank National Association, as U.S. custodian and document custodian, Blackstone Asset Based Finance Advisors LP, as Blackstone representative, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01431), filed on June 27, 2023).

10.3						Amended and Restated Investment Advisory Agreement with HPS Advisors, LLC (incorporated by reference to Exhibit (g) to the Registration Statement on Form N-2 (File No. 333-270667), filed on June 30, 2023).

10.4						Second Amended and Restated Administration Agreement (incorporated by reference to Exhibit (k)(1) to the Registration Statement on Form N-2 (File No. 333-270667), filed on June 30, 2023).

10 .5						Amended and Restated Expense Support and Conditional Reimbursement Agreement with HPS Advisors, LLC (incorporated by reference to Exhibit (k)(5) to the Registration Statement on Form N-2 (File No. 333-270667), filed on June 30, 2023).

31.1						Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2						Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS						Inline 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.SCH						Inline XBRL Taxonomy Extension Schema Document*

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE						Inline 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

August 14, 2023			/s/ Michael Patterson
			Michael Patterson
			Chief Executive Officer

August 14, 2023			/s/ Robert Busch
			Robert Busch
			Chief Financial Officer