Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.23.3
Subsequent Events
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events 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 September 30, 2023, except as discussed below.

Subscriptions
The Company received $250.9 million of net proceeds relating to the issuance of Class I shares, Class D shares, Class F, and Class S shares for subscriptions effective October 1, 2023.

The Company received $214.0 million of net proceeds relating to the issuance of Class I shares, Class D shares, Class F, and Class S shares for subscriptions effective November 1, 2023.

Distributions Declarations

On October 27, 2023, the Company’s Board declared net distributions of $0.1600 per Class I share, $0.1547 per Class D share, $0.1493 per Class F share, and $0.1419 per Class S share, all of which are payable on November 30, 2023 to shareholders of record as of October 31, 2023. Additionally, the Company’s Board declared variable supplemental distributions of $0.0550 for all share classes outstanding, all of which are payable on November 30, 2023 to shareholders of record as of October 31, 2023.

Financing Transactions

On October 5, 2023 (the “Closing Date”), the Company completed a $429.1 million term debt securitization (the “2023 Debt Securitization”), consisting of three tranches of secured notes (the “2023 CLO Secured Notes”) and subordinated notes (the “2023 CLO Subordinated Notes”). The 2023 CLO Secured Notes together with the 2023 CLO Subordinated Notes are collectively referred to as the “2023 CLO Notes.” Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The 2023 CLO Notes offered in the 2023 Debt Securitization were issued by HLEND CLO 2023-1, LLC (the “2023 Issuer”), an indirect, wholly-owned and consolidated subsidiary of the Company, and are backed by a diversified portfolio of middle-market commercial loans and participation interests therein. The 2023 CLO Notes are scheduled to mature on October 22, 2035; however, the 2023 CLO Notes may be redeemed by the 2023 Issuer, at the written direction of (i) a majority of the 2023 CLO Subordinated Notes with the consent of the Company or (ii) the Company, in each case, on any business day on or after October 22, 2025.

The following table presents information on the 2023 CLO Secured Notes and 2023 CLO Unsecured Notes issued in the 2023 Debt Securitization:

Description Type Principal Outstanding Interest Rate Credit Rating
Class A Notes Senior Secured Floating Rate $ 246,500 
SF + 2.60%
AAA
Class B Notes Senior Secured Floating Rate 42,500 
SF + 3.35%
AA
Class C Notes Secured Deferrable Floating Rate 34,000 
SF + 4.15%
A
Total Secured Notes $ 323,000 
Subordinated Notes(1)
106,100  None Not rated
Total Notes $ 429,100 

(1)The Company retained all of the 2023 CLO Subordinated Notes issued in the 2023 Debt Securitization which are eliminated in consolidation..

On the Closing Date and in connection with the 2023 Debt Securitization, the 2023 Issuer and the Company entered into a note purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Initial Purchaser purchased the 2023 CLO Secured Notes issued pursuant to an indenture as part of the 2023 Debt Securitization. HLEND CLO 2023-1 Investments, LLC, a wholly-owned subsidiary of the Company, retained all of the 2023 CLO Subordinated Notes issued in the 2023 Debt Securitization.

On October 30, 2023, the Company entered into Amendment No. 1 to the Revolving Credit Facility. The amendment provides for, among other things, (i) an extension, with respect to the Extending Lenders only, of the Commitment Termination Date from June 23, 2026 to October 30, 2027, (ii) an extension, with respect to the Extending Lenders only, of the maturity date from June 23, 2027 to October 30, 2028 and (iii) an amendment to the accordion provision to permit increases up to a total facility amount of $1,912.5 million.
Joint VentureOn November 8, 2023, ULTRA III commenced investment activities and the Company funded a capital contribution of $82.9 million.