HPS Corporate Lending Fund 8-K

What Happened

• HPS Corporate Lending Fund announced on January 6, 2026 that it priced a private placement (the “Offering”) of two series of senior notes: $350 million of 5.150% notes due April 2, 2029 (the 2029 Notes) and $400 million of 5.650% notes due April 2, 2031 (the 2031 Notes). The Offering is to qualified institutional buyers under Rule 144A and to certain non‑U.S. persons under Regulation S, and is expected to close on January 13, 2026, subject to customary conditions.
• The Fund said it intends to use net proceeds to make investments consistent with its strategy, reduce borrowings and repay indebtedness under financing agreements, and for general corporate purposes. The filing also disclosed that approximately 18.8 million common shares (about 4.1% of outstanding shares as of Sept. 30, 2025) were validly tendered and not withdrawn in a share repurchase offer that expired Dec. 2, 2025; the per‑share purchase price will be announced in February 2026 after the Fund determines NAV as of Dec. 31, 2025.

Key Details

• $350,000,000 of 5.150% notes due April 2, 2029; callable at the Fund’s option prior to March 2, 2029 with a make‑whole premium, and at par on or after March 2, 2029.
• $400,000,000 of 5.650% notes due April 2, 2031; callable at the Fund’s option prior to March 2, 2031 with a make‑whole premium, and at par on or after March 2, 2031.
• Offering sold in a private placement to QIBs (Rule 144A) and non‑U.S. persons (Reg S); notes are unregistered under the Securities Act and may not be offered/sold in the U.S. absent registration or an exemption.
• ~18.8 million shares tendered (≈4.1% of shares outstanding as of 9/30/2025); purchase price per share to be disclosed in Feb 2026 after NAV determination.

Why It Matters

• The new notes will increase the Fund’s long‑term debt by $750 million and may change interest expense and leverage profiles; proceeds are earmarked in part to reduce other borrowings and repay debt, which could affect future financing costs.
• The sizable share repurchase (tenders accepted) may reduce share count once the purchase price is set, potentially affecting NAV per share and distributions per share depending on how many shares are ultimately retired.
• Notes were issued via private placement (limited liquidity) and are unregistered, so they differ from publicly traded bonds; investors should note closing is subject to customary conditions and the filing contains forward‑looking statements.