HPS Corporate Lending Fund 8-K

What Happened

• HPS Corporate Lending Fund filed an 8‑K on May 19, 2026 disclosing the issuance and closing of $600,000,000 aggregate principal of 6.300% notes due August 19, 2031 (the “Notes”). The Fund and U.S. Bank Trust Company, N.A. executed an Eleventh Supplemental Indenture under the Fund’s Base Indenture governing the Notes. Interest on the Notes is 6.300% per year, payable semi‑annually on February 19 and August 19, beginning February 19, 2027. The Notes offering closed May 19, 2026 and produced net proceeds of approximately $594.3 million.

Key Details

• Offering and ranking: $600.0M 6.300% unsecured notes due Aug 19, 2031; general unsecured obligations that rank senior to any expressly subordinated debt, pari passu with other unsecured unsubordinated debt, effectively junior to secured debt and structurally junior to indebtedness of subsidiaries/financing vehicles.
• Redemption & change‑of‑control: Notes may be redeemed (in whole or part) at the Fund’s option per the Indenture; a defined “change of control repurchase event” would generally require an offer to repurchase at 100% of principal plus accrued interest.
• Hedging: The Fund entered an interest rate swap on the full $600M notional where it receives a fixed 6.300% and pays floating 3‑month Term SOFR + 2.394% to better match its predominantly floating‑rate loan portfolio.
• Registration rights: The Fund agreed to a Registration Rights Agreement (with the initial purchasers’ reps) obligating it to file an exchange or shelf registration for the Notes; failure to meet filing/timing obligations can trigger additional interest payments to noteholders.
• Placement and registration status: Notes were offered to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S; they are not registered under the Securities Act.

Why It Matters

• This transaction increases the Fund’s long‑term debt by $600M and provides about $594.3M of net cash to deploy for investments, to repay borrowings, and for general purposes—affecting the Fund’s leverage and liquidity profile.
• The interest‑rate swap reduces mismatch between the fixed coupon on the Notes and the Fund’s primarily floating‑rate assets, which can stabilize net interest margin but introduces counterparty and basis risk.
• Registration rights and the 144A/Reg S placement affect liquidity and potential retail access: initially limited to institutional and non‑U.S. buyers, the Fund must pursue registration to enable broader resale of the Notes.