| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 23, 2024 (the “Closing Date”), HPS Corporate Lending Fund (the “Fund”) completed its $526.00 million term debt securitization (the “2024 Debt Securitization”), also known as a collateralized loan obligation, in connection with which a subsidiary of the Fund issued the Notes (as defined below). The 2024 Debt Securitization is subject to the Fund’s overall asset coverage requirement.
The notes offered in the 2024 Debt Securitization were issued by
HLEND CLO 2024-2, LLC
(the “2024 Issuer”), an indirect, wholly-owned and consolidated subsidiary of the Fund, and consist of
(i) Class A-1
Senior Secured Floating Rate Notes,
Class A-2
Senior Secured Floating Rate Notes,
Class A-F
Senior Secured Fixed Rate Notes,
Class B-1
Senior Secured Floating Rate Notes,
Class B-2
Senior Secured Floating Rate Notes,
Class B-F
Senior Secured Fixed Rate Notes,
Class C-1
Secured Deferrable Floating Rate Notes,
Class C-2
Secured Deferrable Floating Rate Notes, and
Class C-F
Secured Deferrable Fixed Rate Notes (collectively, the “Secured Notes”), and (ii) the subordinated notes issued by the 2024 Issuer (the “Subordinated Notes” and, together with the Secured Notes, the “Notes”), the terms of which are summarized in the table below:
| | | | | | |
| Class | | Par Size ($) | | Ratings (S&P) | | Coupon |
Class A-1 Notes | | 255,000,000 | | AAA(sf) | | SOFR + 0.250% |
Class A-2 Notes | | 40,850,000 | | AAA(sf) | | SOFR + 1.875% |
Class A-F Notes | | 9,150,000 | | AAA(sf) | | 6.275% |
Class B-1 Notes | | 35,000,000 | | AA(sf) | | SOFR + 0.500% |
Class B-2 Notes | | 13,500,000 | | AA(sf) | | SOFR + 2.400% |
Class B-F Notes | | 1,500,000 | | AA(sf) | | 6.714% |
Class C-1 Notes | | 31,500,000 | | A(sf) | | SOFR + 0.750% |
Class C-2 Notes | | 12,150,000 | | A(sf) | | SOFR + 3.200% |
Class C-F Notes | | 1,350,000 | | A(sf) | | 7.490% |
| Subordinated Notes | | 126,000,000 | | N/A | | N/A |
On the Closing Date and in connection with the 2024 Debt Securitization, the 2024 Issuer entered into a note purchase agreement (the “Purchase Agreement”) with SG Americas Securities, LLC, as the initial purchaser (the “Initial Purchaser”), pursuant to which the Initial Purchaser purchased the Secured Notes issued pursuant to an indenture as part of the 2024 Debt Securitization. HLEND CLO
2024-2
Investments, LLC (the “Depositor”), a wholly-owned subsidiary of the Fund, retained all of the Subordinated Notes issued in the 2024 Debt Securitization.
The 2024 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans and participation interests therein, which is managed by the Fund as collateral manager pursuant to a collateral management agreement entered into with the 2024 Issuer on the Closing Date (the “Collateral Management Agreement”). The Fund has agreed to irrevocably waive all collateral management fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Notes are scheduled to mature on April 20, 2034; however, the Notes may be redeemed by the 2024 Issuer, at the written direction of (i) a majority of the Subordinated Notes with the consent of the Fund or (ii) the Fund, in each case, on any business day on or after April 20, 2026.
As part of the 2024 Debt Securitization, the Fund, the Depositor and the 2024 Issuer entered into an amended and restated sale and contribution agreement on the Closing Date (the “Sale Agreement”), pursuant to which the Fund sold, transferred, assigned, contributed or otherwise conveyed to the Depositor and the Depositor subsequently sold, transferred, assigned, contributed or otherwise conveyed to the 2024 Issuer the loans and participations therein securing the 2024 Debt Securitization for the purchase price and other consideration set forth in the Sale Agreement. Following this transfer, the 2024 Issuer, and not the Depositor or the Fund, holds all of the ownership interest in such loans and participations therein. The Fund made customary representations, warranties and covenants in the Sale
Agreement
.
The Secured Notes are the secured obligations of the 2024 Issuer, the Subordinated Notes are the unsecured obligations of the 2024 Issuer, and the indenture governing the Notes include customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The descriptions of the documentation related to the 2024 Debt Securitization contained in this Current Report on Form
8-K
do not purport to be complete and are qualified in their entirety by reference to the underlying agreements, attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, incorporated into this Current Report on Form
8-K
by reference.
