Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 814-01715 | |
Entity Registrant Name | HPS Corporate Capital Solutions Fund | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 93-6616284 | |
Entity Address, Address Line One | 40 West 57th Street | |
Entity Address, Address Line Two | 33rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
Local Phone Number | 212 | |
City Area Code | 287-6767 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,827,980 | |
Entity Central Index Key | 0001989817 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Statements of Assets and Liabil
Statements of Assets and Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Cash | $ 2,216 | $ 2,500 |
Receivable from affiliate | 284 | 0 |
Total assets | 2,500 | 2,500 |
Commitments and contingencies (Note 4) | ||
NET ASSETS | ||
Common shares, $0.01 par value (100 and 100 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively) | 1 | 1 |
Additional paid in capital | 2,499 | 2,499 |
Total net assets | $ 2,500 | $ 2,500 |
Net asset value per share (in dollars per share) | $ 25 | $ 25 |
Statements of Assets and Liab_2
Statements of Assets and Liabilities (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 100 | 100 |
Common stock, shares outstanding (in shares) | 100 | 100 |
Statement of Operations
Statement of Operations | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Expenses: | |
Organization expenses (See Note 2) | $ 49,959 |
Board of Trustees’ fees | 55,943 |
Insurance | 72,476 |
Professional fees | 211,611 |
Other general & administrative | 1,685 |
Total expenses | 391,674 |
Reimbursable expenses (Note 3) | (391,674) |
Net expenses | 0 |
Net increase (decrease) in net assets resulting from operations | $ 0 |
Statement of Changes in Net Ass
Statement of Changes in Net Assets | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Increase (decrease) in net assets from operations: | |
Net expenses | $ 0 |
Net increase (decrease) in net assets resulting from operations | 0 |
Share transactions: | |
Proceeds from shares sold | 0 |
Net increase (decrease) from share transactions | 0 |
Total increase (decrease) in net assets | 0 |
Net assets, beginning of period | 2,500 |
Net assets, end of period | $ 2,500 |
Statement of Cash Flows
Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Cash flows from operating activities: | |
Net increase (decrease) in net assets resulting from operations | $ 0 |
Changes in operating assets and liabilities: | |
Receivable from affiliate | (284) |
Net cash provided by (used in) operating activities | (284) |
Cash flows from financing activities: | |
Proceeds from issuance of common shares | 0 |
Net cash provided by (used in) financing activities | 0 |
Net increase (decrease) in cash | (284) |
Cash, beginning of period | 2,500 |
Cash, end of period | $ 2,216 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization HPS Corporate Capital Solutions Fund (the “Company”) is a Delaware statutory trust formed on August 10, 2023. The Company is an externally managed, non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company intends to elect to be treated and intends to qualify each taxable year thereafter as a registered investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with the Company’s fiscal year ending December 31, 2024. The Company is managed by HPS Advisors, LLC (the “Adviser”), a wholly-owned subsidiary of HPS Investment Partners, LLC (“HPS” or the “Administrator”). As of March 31, 2024, the Company had not commenced its investing activities; however, the Company has entered into conditional purchase agreements to acquire Warehouse Investments (defined below). The Company’s investment objective is to produce attractive, risk-adjusted returns in the form of current income and long-term capital appreciation by investing primarily in newly originated, privately negotiated senior secured debt and junior capital of upper middle market and larger scale companies predominantly in the U.S. “Upper middle market” generally refers to companies with earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) of $75 million to $1 billion annually or revenue of $250 million to $5 billion annually at the time of our investment. The Company may from time to time invest in smaller or larger companies if the opportunity presents attractive investment characteristics and risk-adjusted returns. While the Company’s investment strategy primarily focuses on companies in the United States, the Company also intends 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.” The Company’s investment strategy also includes a smaller allocation to more liquid credit investments such as broadly syndicated loans and corporate bonds. The Company intends to use these investments to maintain liquidity for our share repurchase program and to manage cash before investing subscriptions into directly originated, privately negotiated loans, while seeking attractive risk-adjusted investment returns. The Company also may invest in publicly traded debt 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.” All investments of the Company will be made subject to compliance with BDC requirements pursuant to the 1940 Act to invest at least 70% of assets in “eligible portfolio companies.” An “Eligible Portfolio Company” is defined in the 1940 Act as any issuer which is organized under the laws of, and has its principal place of business in, the United States; is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and satisfies any of the following: does not have any class of securities that is traded on a national securities exchange; has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million; is controlled by a BDC or a group of companies, including a BDC and the BDC has an affiliated person who is a director of the Eligible Portfolio Company; or is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million. On December 18, 2023, HPS purchased 100 of the Company’s common shares of beneficial interest at $25.00 per share. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The interim 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 financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair statement of the 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, 2024. 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”). Cash Cash consists of a demand deposit held with a financial institution, which at times may exceed federally insured limits. Cash is carried at cost which approximates fair value. Organization Expenses 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. These costs are expensed as incurred. For the three months ended March 31, 2024, the Company incurred organization expenses of $49,959, which were paid on behalf of the Company by the Adviser and have been recorded as an expense on the statement of operations. The organization expenses do not presently represent a liability of the Company since the obligation to reimburse the Adviser for Adviser-paid organization expenses is conditional as of March 31, 2024, on the Company breaking escrow for the Offering and the Adviser requesting reimbursement of organization expenses paid pursuant to the Expense Support Agreement (as defined below). Offering Expenses The Company’s offering expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous Offering of its common shares . For the three months ended March 31, 2024, the Company incurred offering expenses of $801,195, which were paid on behalf of the Company by the Adviser. Offering expenses will be recorded as deferred offering costs on the statement of assets and liabilities and then subsequently amortized to expense on the Company’s statement of operations over 12 months when operations begin, subsequent to the Company breaking escrow, should the Adviser seek reimbursement for offering expenses. The offering expenses do not presently represent a liability of the Company since the obligation to reimburse the Adviser for Adviser-paid offering expenses is conditional as of March 31, 2024, on the Company breaking escrow for the Offering and the Adviser requesting reimbursement of offering expenses paid pursuant to the Expense Support Agreement. Income Taxes The Company intends to elect to be treated and intends to qualify each taxable year thereafter 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 financial statements of the Company. The Company evaluates tax positions taken or expected to be taken in the course of preparing its 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. 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 the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), 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 and (ii) its net tax exempt income. The Company intends to make the requisite distributions to its shareholders, which will generally relieve the Company from corporate-level income taxes. In addition, pursuant to 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 (1) 98% of its ordinary income for the calendar year, (2) 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 (3) 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 dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated undistributed taxable income. New Accounting Standards The Company considers the applicability and impact of all accounting standard updates (“ASUs”) issued by the Financial Accounting Standards Board. The Company has assessed currently issued ASUs and has determined that they are not applicable or are expected to have minimal impact on its financial statements. |
Fees, Expenses, Agreements and
Fees, Expenses, Agreements and Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Fees, Expenses, Agreements and Related Party Transactions | Fees, Expenses, Agreements and Related Party Transactions Investment Advisory Agreement The Company has entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Adviser, pursuant to which the Adviser will manage the Company on a day-to-day basis. 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. 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 will ultimately be borne by the shareholders. No base management or incentive fees will be paid to the Adviser until the commencement of investment activities. Base Management Fee The management fee will be payable quarterly 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 quarter, as adjusted for any share issuances or repurchases during the quarter that do not occur on the first calendar day of the quarter. 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. The payment and calculation of the management fee will be pro-rated for any period of less than three months. For the first calendar quarter in which the Company has operations, net assets will initially be measured as the beginning net assets as of the date on which the Company breaks escrow. The Adviser has agreed to waive its base management fee for the first six months following the date on which the Company broke escrow for the offering (the “Initial Closing”). The Company will pay the Adviser an incentive fee. 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. Income based incentive fee The income based incentive fee will be based on the Company’s Pre-Incentive Fee Net Investment Income Returns, defined as: 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) 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 1.5% per quarter (6.0% annualized). The Company will pay 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: a. 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 of 1.5% (6.0% annualized); b. 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 1.76% (7.06% annualized). This portion of the Pre-Incentive Fee Net Investment Income Returns (which exceeds the Hurdle Rate but is less than 1.76%) is referred to as the “Catch-Up.” The Catch-Up is meant to provide the Adviser with approximately 15% of the Company's Pre-Incentive Fee Net Investment Income Returns as if a Hurdle Rate did not apply if the net investment income exceeds 1.76% in any calendar quarter; and c. 15% of the dollar amount of the Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.76% (7.06% annualized). This reflects that once the Hurdle Rate is reached and the Catch-Up is achieved, 15% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser. The Adviser has agreed to waive its income based incentive fee for the first six months following the Initial Closing. Capital gains based 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 15.0% of cumulative realized capital gains 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. Administration Agreement The Company has entered into an agreement (the “Administration Agreement”) with HPS under which HPS will provide, or oversee the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of the net asset value (“NAV”), compliance monitoring (including diligence and oversight of other service providers), preparing reports to shareholders and reports filed with the Securities and Exchange Commission (the “SEC’) and other regulators, preparing materials and coordinating meetings of the Company’s board of trustees (the “Board” or “Board of Trustees”, each member of the Board of Trustees, a “Trustee”), 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 will reimburse HPS for the costs and expenses incurred by HPS in performing its obligations under the Administration Agreement. Such reimbursement includes the Company’s allocable portion of compensation (including salaries, bonuses and benefits), and may include overhead (including rent, office equipment and utilities) and other expenses incurred by HPS in performing its administrative obligations under the Administration Agreement, including but not limited to compensation paid 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 HPS or any of its affiliates, subject to the limitations described in 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 HPS for administrative services will be the lesser of (1) HPS’s 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. HPS will be 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 will not reimburse HPS 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. Sub-Administration Agreement HPS has hired Harmonic Fund Services (“Harmonic”) to assist in the provision of sub-administrative and fund accounting services. Harmonic will receive compensation for these services under a sub-administration agreement. Certain Terms of the Investment Advisory Agreement and Administration Agreement Each of the Investment Advisory Agreement and the Administration Agreement will remain in effect for a period of two years from the date it first becomes effective 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 our outstanding voting securities and, in each case, a majority of the Trustees of the Company who are not “interested persons” as defined in the 1940 Act (“Independent Trustees”). The Company may terminate the Investment Advisory Agreement upon 60 days’ written notice, and the Administration Agreement upon 120 days’ written notice, without payment of any penalty. The decision to terminate either agreement may be made by a majority of the Board or the shareholders holding a majority of our outstanding voting securities. In addition, without payment of any penalty, the Adviser may terminate the Investment Advisory Agreement upon 60 days’ written notice and the Administrator may terminate the Administration Agreement 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 SEC guidance and interpretations. Payment of the Company’s Expenses Under the Investment Advisory and Administration Agreements All investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to the Company, 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. The Company will bear all other costs and expenses of our operations, administration and transactions. From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of 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 and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders. Costs and expenses of the Adviser and the Administrator that are eligible for reimbursement by the Company will be reasonably allocated to the Company on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator. Expense Support and Conditional Reimbursement Agreement The Company has entered into an Expense Support and Conditional Reimbursement Agreement with the Adviser (the “Expense Support Agreement”). Pursuant to the Expense Support Agreement, the Adviser may elect to pay certain expenses on the Company’s behalf (an “Expense Payment”), provided that no portion of the payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Company. Any 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 quarter 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 quarter (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 quarter have been reimbursed. “Business Day” means each day (except Saturdays and Sundays and normal public holidays in the United States) on which the New York Stock Exchange is open for regular business, the Company is open for business and such other days as may be determined by the Board. 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). No Reimbursement Payment for any quarter shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Company’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. “Effective Rate of Distributions Per Share” means the annualized rate (based on a 12-month year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder servicing fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, and interest expense, by the Company’s net assets. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. 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 quarter, except to the extent the Adviser has waived its right to receive such payment for the applicable calendar quarter. Managing Dealer Agreement The Company has entered into a Managing Dealer Agreement (the “Managing Dealer Agreement”) with HPS Securities, LLC (the “Managing Dealer”). The Managing Dealer is entitled to receive shareholder servicing and/or distribution fees in arrears on a quarterly or monthly basis, as applicable based on whether the Company accepts subscriptions on a quarterly or monthly basis (the “Subscription Frequency”), commencing no later than the first full calendar quarter after the Initial Closing, at an annual rate of 0.25% of the value of the Company’s net assets attributable to the common shares as of the beginning of the first calendar day of the subscription period, whether monthly or quarterly. The shareholder servicing and/or distribution fees are payable to the Managing Dealer, but the Managing Dealer anticipates that all or a portion of the shareholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating broker-dealers. The Managing Dealer has agreed to waive the shareholder servicing and/or distribution fee for the first six months following the Initial Closing. 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 Independent Trustees 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 common shares distributed shall survive termination of the agreement until such shares are no longer outstanding. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 Adviser has agreed to bear all of the Company’s organization and offering expenses through the date on which the Company breaks escrow for the Offering. The Company will be obligated to reimburse the Adviser for such advanced expenses upon breaking escrow for the Offering and the Adviser requesting reimbursement of these expenses paid pursuant to the Expense Support Agreement. The total organization expenses incurred from August 10, 2023 (inception) through March 31, 2024 was $594,287 all of which had been borne by the Adviser. The total offering expenses incurred from August 10, 2023 (inception) through March 31, 2024 was $1,586,756, all of which was borne by the Adviser. Warehousing Transactions Macquarie Bank Limited and Affiliates Beginning September 12, 2023, the Company entered into multiple sale and purchase agreements (the “Macquarie Purchase Agreements”) with Macquarie Bank Limited and certain of its affiliates (each, a “Macquarie Financing Provider” and collectively, the “Macquarie Financing Providers”). Under the Macquarie Purchase Agreements, the Company has forward obligations to settle the purchase of certain investments (the “Macquarie Warehouse Investments”) from the Macquarie Financing Providers, subject to the following conditions; (a) that the Company has received subscriptions of at least $200 million; and (b) that the Board of the Company has approved the purchase of the specific Macquarie Warehouse Investments. The Macquarie Warehouse Investments generally consist of newly originated, privately negotiated senior secured term loans and junior capital commitments to upper middle market companies consistent with the Company’s investment strategy. As of March 31, 2024, the Company had contingent forward obligations through the Macquarie Purchase Agreements that had an aggregate principal amount of $242,422,930 ($231,436,724 of which was funded) and an aggregate cost and fair value of $225,683,596 and $225,918,144, respectively. As of December 31, 2023, the Company had contingent forward obligations through the Macquarie Purchase Agreements that had an aggregate principal amount of $140,412,664 ($76,295,079 of which was funded) and an aggregate cost and fair value of $74,415,217 and $74,624,773, respectively. Beginning September 12, 2023, the Company's obligations to the Macquarie Financing Providers under the Macquarie Purchase Agreements were guaranteed by an affiliate of the Adviser and as of March 31, 2024 and December 31, 2023, the amount guaranteed was $ 35,908,279 and $51,596,013, respectively. Beginning October 2, 2023, the Company’s remaining obligations to the Macquarie Financing Providers under the Macquarie Purchase Agreements were guaranteed by two non-affiliated entities and as of March 31, 2024 and December 31, 2023, the amount guaranteed was $ 189,775,316 an $84,485,922, respectively. Cliffwater LLC On March 6, 2024, the Company entered into a facility agreement with Steamboat SPV LLC (the “Cliffwater Financing Provider”), a special purpose vehicle organized by Cliffwater LLC (the “Cliffwater Facility Agreement”). Under the Cliffwater Facility Agreement, the Company has forward obligations to purchase certain investments from the Cliffwater Financing Provider pursuant to the terms of the Agreement (the “Cliffwater Warehouse Investments”), subject to the following conditions: (a) that the Company has received cash funding from investor subscriptions of at least $200 million; and (b) that the Board has approved the purchase of the specific Cliffwater Warehouse Investments (collectively, the “Cliffwater Warehouse Conditions”). The Cliffwater Warehouse Investments generally consist of privately negotiated senior secured and junior loans and notes, as well as unfunded revolving and term commitments, to upper middle market companies consistent with the Company’s investment strategy. As of March 31, 2024, the Company had contingent forward obligations through the Cliffwater Facility Agreement that had an aggregate principal amount of $135,108,290 ($130,348,335 of which was funded) and an aggregate cost and fair value of $127,344,606 and $127,886,533, respectively. |
Net Assets
Net Assets | 3 Months Ended |
Mar. 31, 2024 | |
Investment Company [Abstract] | |
Net Assets | Net Assets In connection with its formation, the Company has the authority to issue an unlimited number of common shares of beneficial interest at $0.01 per share par value. On December 18, 2023, HPS purchased 100 shares of the Company’s common shares of beneficial interest at $25.00 per share. Under the terms of the Company’s Second Amended and Restated Declaration of Trust (the “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. Dividends and distributions may be paid to the holders of the Company’s common shares if, as and when authorized by the Company’s Board and declared by the Company out of funds legally available therefore. In the event of the Company’s liquidation, dissolution or winding up, each share of the Company’s common shares would be entitled to share pro rata in all of the Company’s assets that are legally available for distribution after the Company pays all debts and other liabilities and subject to any preferential rights of holders of the Company’s preferred shares, if any preferred shares are outstanding at such time. Subject to the rights of holders of any other class or series of shares, each share of the Company’s common shares is entitled to one vote on all matters submitted to a vote of shareholders, including the election of Trustees. Except as may be provided by the Board in setting the terms of classified or reclassified shares, and subject to the express terms of any class or series of preferred shares, the holders of the Company’s common shares possess exclusive voting power. Until the release of proceeds from escrow, the per share purchase price for common shares in the Offering will be $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 share purchase date. 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 will hold investors’ funds received in relation to the Offering in an escrow account until it breaks escrow. The Company will break escrow when (i) it has received subscriptions of at least $200 million; and (ii) the Company’s Board has authorized the release of funds in the escrow account. Share Repurchase Program Beginning no later than the first full calendar quarter from the date on which the Company breaks escrow for the Company’s initial offering of our common shares, and at the discretion of our Board, the Company intends to commence 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 Company’s Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the Company’s best interest and the best interest of the Company’s shareholders. As a result, share repurchases may not be available each quarter. Upon a suspension of the Company’s share repurchase program, the Company’s Board will consider at least quarterly whether the continued suspension of the Company’s share repurchase program remains in the Company’s best interest and the best interest of the Company’s shareholders. However, the Company's Board is not required to authorize the recommencement of the Company’s share repurchase program within any specified period of time. The Company’s Board may also determine to terminate the Company’s share repurchase program if required by applicable law or in connection with a transaction in which the Company’s shareholders receive liquidity for their common shares, such as a sale or merger of the Company or listing of the Company’s common shares on a national securities exchange. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company’s management evaluated subsequent events through the date of issuance of the 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 financial statements as of March 31, 2024, except as discussed below. Escrow break and Unregistered Sale of Equity Securities On April 8, 2024, the Company issued unregistered common shares of beneficial interest in the Company, par value $0.01, to certain accredited investors in the Initial Closing of its private offering. The terms of the private offering required the Company to deposit all subscription proceeds in an escrow account with the Bank of New York Mellon, as escrow agent, until (i) the Company received subscriptions of at least $200 million; and (ii) the Company’s Board authorized the release of funds in the escrow account. On April 8, 2024, the Company’s Board authorized the release from escrow of the subscription proceeds of approximately $221 million and the Company issued the Shares to such accredited investors, as summarized in the table below. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, Regulation D thereunder, and/or Regulation S thereunder. The following table details the amount of Shares sold and consideration therefor: Date of Unregistered Sale Amount of Shares Consideration April 8, 2024 8,827,880 $ 220,697,000 Warehouse Transactions On April 8, 2024, the Company met the Macquarie and Cliffwater Warehouse Conditions and was obligated to acquire the assets held by the Financing Providers through a forward purchase agreement. Accordingly, at each reporting period after the escrow break, the Company will recognize the mark-to-market gain/loss of all investments held by the Financing Providers in its financial statements. In April 2024, after Company broke escrow, it purchased debt investments from the Financing Providers with an aggregate principal amount of $377.5 million ($361.8 million of which are funded). Revolving Credit Facility On April 8, 2024, the Company, as borrower, entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the “Revolving Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto (the “Revolving Credit Facility Lenders”), and JPMorgan Chase Bank, N.A. 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” (as described in the Revolving Credit Agreement) 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 (as of the most recently delivered borrowing base certificate delivered under the Revolving Credit Agreement). 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 (as of the most recently delivered borrowing base certificate delivered under the Revolving Credit Agreement), plus any applicable credit spread adjustment, plus certain local rates consistent with market standards, each as specified in the Revolving Credit Agreement. The Company will also pay a fee at the per annum rate of 0.375% on average daily undrawn amounts under the Revolving Credit Facility. The initial principal amount of the Revolving Credit Facility is $500,000,000, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases up to the total facility amount of $1,000,000,000, subject to the satisfaction of certain conditions. The Revolving Credit Facility will be guaranteed by certain domestic subsidiaries of the Company that will be formed or acquired by the Company in the future (collectively, the “Revolving Credit Facility 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 of portfolio investments, and such other uses as permitted under the Revolving Credit 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 Revolving Credit Facility Guarantor, subject to certain exceptions, and includes a $150,000,000 limit for swingline loans. The availability period under the Revolving Credit Facility will terminate on April 8, 2028 (the “Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on April 8, 2029 (the “Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, if the Company receives proceeds from asset sales, other recovery events and/or equity or debt issuances, the Company will be obligated to make prepayments under the Revolving Credit Facility out of the proceeds of such asset sales, recovery events and/or equity or debt issuances as described in the Revolving Credit Agreement. The Revolving Credit Agreement includes customary affirmative and negative covenants, including financial covenants requiring the Company to maintain a minimum shareholders’ equity and asset coverage ratio, and certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. Revolving Credit Facility Upsize On May 1, 2024, the Company entered into a Commitment Increase Agreement (the “Commitment Increase Agreement”) among the Company, Société Générale, as assuming lender, The Bank of New York Mellon, as assuming lender, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, and Sumitomo Mitsui Banking Corporation, as issuing bank, pursuant to the Company’s Senior Secured Revolving Credit Agreement. The Commitment Increase Agreement provides for an increase in the aggregate commitments of the lenders under the Agreement from $500,000,000 to $575,000,000 through the accordion feature in the Revolving Credit Facility. The accordion feature in the Agreement allows the Company, under certain circumstances, to increase the total size of the facility to a maximum aggregate commitment of $1,000,000,000. Subscriptions The Company received $93.3 million of net proceeds relating to the issuance of common shares for subscriptions effective May 1, 2024. Distributions Declarations On April 30, 2024, the Company’s Board declared regular distributions of $0.1000 per common share, all of which are payable on or about July 31, 2024 to shareholders of record as of April 30, 2024. Other Events On April 8, 2024, the Company elected to be regulated as a BDC under the 1940 Act. The Company is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to its common shares if the Company’s asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such issuance (subject to shareholder approval pursuant to Section 61(a)(2) of the 1940 Act). On April 5, 2024, the Company’s sole initial shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The interim 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 financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments considered necessary for the fair statement of the 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, 2024. 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”). |
Cash | Cash Cash consists of a demand deposit held with a financial institution, which at times may exceed federally insured limits. Cash is carried at cost which approximates fair value. |
Organization Expenses | Organization Expenses 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. These costs are expensed as incurred. For the three months ended March 31, 2024, the Company incurred organization expenses of $49,959, which were paid on behalf of the Company by the Adviser and have been recorded as an expense on the statement of operations. The organization expenses do not presently represent a liability of the Company since the obligation to reimburse the Adviser for Adviser-paid organization expenses is conditional as of March 31, 2024, on the Company breaking escrow for the Offering and the Adviser requesting reimbursement of organization expenses paid pursuant to the Expense Support Agreement (as defined below). |
Offering Expenses | Offering Expenses The Company’s offering expenses consist primarily of legal fees and other costs incurred in connection with the Company’s continuous Offering of its common shares . For the three months ended March 31, 2024, the Company incurred offering expenses of $801,195, which were paid on behalf of the Company by the Adviser. Offering expenses will be recorded as deferred offering costs on the statement of assets and liabilities and then subsequently amortized to expense on the Company’s statement of operations over 12 months when operations begin, subsequent to the Company breaking escrow, should the Adviser seek reimbursement for offering expenses. The offering expenses do not presently represent a liability of the Company since the obligation to reimburse the Adviser for Adviser-paid offering expenses is conditional as of March 31, 2024, on the Company breaking escrow for the Offering and the Adviser requesting reimbursement of offering expenses paid pursuant to the Expense Support Agreement. |
Income Taxes | Income Taxes The Company intends to elect to be treated and intends to qualify each taxable year thereafter 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 financial statements of the Company. The Company evaluates tax positions taken or expected to be taken in the course of preparing its 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. 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 the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), 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 and (ii) its net tax exempt income. The Company intends to make the requisite distributions to its shareholders, which will generally relieve the Company from corporate-level income taxes. In addition, pursuant to 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 (1) 98% of its ordinary income for the calendar year, (2) 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 (3) 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 dividend distributions from such taxable income, the Company will accrue excise taxes, if any, on estimated undistributed taxable income. |
New Accounting Standards | New Accounting Standards The Company considers the applicability and impact of all accounting standard updates (“ASUs”) issued by the Financial Accounting Standards Board. The Company has assessed currently issued ASUs and has determined that they are not applicable or are expected to have minimal impact on its financial statements. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Schedule of Unregistered Sale of Shares | The following table details the amount of Shares sold and consideration therefor: Date of Unregistered Sale Amount of Shares Consideration April 8, 2024 8,827,880 $ 220,697,000 |
Organization (Details)
Organization (Details) | Dec. 18, 2023 $ / shares shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of shares issued and sold (in shares) | shares | 100 |
Sale of stock, price per share (in dollars per share) | $ / shares | $ 25 |
Significant Accounting Polici_3
Significant Accounting Policies - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Organization expenses (See Note 2) | $ 49,959 |
Offering costs | $ 801,195 |
Fees, Expenses, Agreements an_2
Fees, Expenses, Agreements and Related Party Transactions - Narrative (Details) - component | 3 Months Ended | |
Aug. 03, 2021 | Mar. 31, 2024 | |
Investment Advisory Agreement | Related party | ||
Related Party Transaction [Line Items] | ||
Number of components | 2 | |
Management fee base rate (as percent) | 1.25% | |
Incentive advisory agreement term | 6 months | |
Incentive Fee | Related party | ||
Related Party Transaction [Line Items] | ||
Number of components | 2 | |
Incentive Rate, Quarterly Hurdle Rate | Related party | ||
Related Party Transaction [Line Items] | ||
Incentive rate (as percent) | 1.50% | |
Incentive Rate, Annualized Hurdle Rate | Related party | ||
Related Party Transaction [Line Items] | ||
Incentive rate (as percent) | 6% | |
Incentive Rate, Pre-Incentive Fee Net Investment Income Below Catch-Up Threshold | Related party | ||
Related Party Transaction [Line Items] | ||
Incentive rate (as percent) | 100% | |
Incentive Rate, Quarterly Catch-Up Threshold | Related party | ||
Related Party Transaction [Line Items] | ||
Incentive rate (as percent) | 1.76% | |
Incentive Rate, Annualized Catch-Up Threshold | Related party | ||
Related Party Transaction [Line Items] | ||
Incentive rate (as percent) | 7.06% | |
Incentive Rate, Pre-Incentive Fee Net Investment Income Exceeds Catch-Up Threshold | Related party | ||
Related Party Transaction [Line Items] | ||
Incentive rate (as percent) | 15% | |
Incentive Rate, Realized Capital Gains | Related party | ||
Related Party Transaction [Line Items] | ||
Incentive rate (as percent) | 15% | |
Managing Dealer Agreement | ||
Related Party Transaction [Line Items] | ||
Period to terminate without penalty | 60 days | |
Managing Dealer Agreement | Related party | ||
Related Party Transaction [Line Items] | ||
Management and service fees, rate (as percent) | 0.25% | |
Investment Advisory Agreement and Administration Agreement | ||
Related Party Transaction [Line Items] | ||
Period to terminate without penalty | 60 days | |
Investment Advisory Agreement and Administration Agreement | Related party | ||
Related Party Transaction [Line Items] | ||
Incentive advisory agreement term | 2 years | |
Expense Support and Conditional Reimbursement Agreement | Related party | ||
Related Party Transaction [Line Items] | ||
Period to terminate without penalty | 45 days |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) | 8 Months Ended | ||||
Mar. 31, 2024 USD ($) entity | Mar. 06, 2024 USD ($) | Dec. 31, 2023 USD ($) entity | Dec. 18, 2023 USD ($) | Sep. 12, 2023 USD ($) | |
Other Commitments [Line Items] | |||||
Organization expenses | $ 594,287 | ||||
Offering expenses | 1,586,756 | ||||
Investment, minimum threshold warehousing financing required to be eligible for purchase | $ 200,000,000 | ||||
Cliffwater LLC | |||||
Other Commitments [Line Items] | |||||
Investment, minimum threshold warehousing financing required to be eligible for purchase | $ 200,000,000 | ||||
Investment principal | 135,108,290 | ||||
Funded commitment | 130,348,335 | ||||
Aggregate cost | 127,344,606 | ||||
Contingent forward obligation, fair value | 127,886,533 | ||||
Macquarie Bank Limited and Affilates | |||||
Other Commitments [Line Items] | |||||
Investment, minimum threshold warehousing financing required to be eligible for purchase | $ 200,000,000 | ||||
Investment principal | 242,422,930 | $ 140,412,664 | |||
Funded commitment | 231,436,724 | 76,295,079 | |||
Aggregate cost | 225,683,596 | 74,415,217 | |||
Contingent forward obligation, fair value | 225,918,144 | 74,624,773 | |||
Related party | Financial Guarantee | Macquarie Bank Limited and Affilates | |||||
Other Commitments [Line Items] | |||||
Guarantor obligations | 35,908,279 | 51,596,013 | |||
Nonrelated Party | Financial Guarantee | Macquarie Bank Limited and Affilates | |||||
Other Commitments [Line Items] | |||||
Guarantor obligations | $ 189,775,316 | $ 84,485,922 | |||
Number of non-affiliated entities | entity | 2 | 2 |
Net Assets - Narrative (Details
Net Assets - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Apr. 08, 2024 USD ($) $ / shares shares | Dec. 18, 2023 USD ($) vote $ / shares shares | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares | |
Investment Company, Changes in Net Assets [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Number of shares issued and sold (in shares) | shares | 100 | |||
Sale of stock, price per share (in dollars per share) | $ 25 | |||
Investment, minimum threshold warehousing financing required to be eligible for purchase | $ | $ 200 | |||
Stock repurchase program, authorized percent, quarterly | 0.05 | |||
Early repurchase deduction | 98% | |||
Number of votes for each shareholder | vote | 1 | |||
Subsequent event | ||||
Investment Company, Changes in Net Assets [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | |||
Number of shares issued and sold (in shares) | shares | 8,827,880 | |||
Investment, minimum threshold warehousing financing required to be eligible for purchase | $ | $ 200 | |||
HPS Investment Partners, LLC | ||||
Investment Company, Changes in Net Assets [Line Items] | ||||
Number of shares issued and sold (in shares) | shares | 100 | |||
Sale of stock, price per share (in dollars per share) | $ 25 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) | 3 Months Ended | |||||
May 01, 2024 | Apr. 30, 2024 | Apr. 08, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 18, 2023 | |
Subsequent Event [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Investment, minimum threshold warehousing financing required to be eligible for purchase | $ 200,000,000 | |||||
Proceeds from issuance of common shares | $ 0 | |||||
Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||
Investment, minimum threshold warehousing financing required to be eligible for purchase | $ 200,000,000 | |||||
Proceeds from issuance of common shares | $ 93,300,000 | $ 221,000,000 | ||||
Line of credit maximum borrowing capacity | 1,000,000,000 | |||||
Declared net distributions (in dollars per share) | $ 0.1000 | |||||
Asset coverage ratio (as a percent) | 150% | |||||
Subsequent event | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit maximum borrowing capacity | 575,000,000 | |||||
Current borrowing capacity | $ 500,000,000 | |||||
Subsequent event | Bridge loan | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit maximum borrowing capacity | $ 150,000,000 | |||||
Subsequent event | Line of credit | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Unused capacity commitment fee percentage | 0.375% | |||||
Line of credit maximum borrowing capacity | $ 500,000,000 | |||||
Accordion feature, higher borrowing capacity option | $ 1,000,000,000 | |||||
Subsequent event | Minimum | Line of credit | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on foreign currency borrowings (as percent) | 1.75% | |||||
Subsequent event | Minimum | Line of credit | Alternate Base Rate (ABR) | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 0.75% | |||||
Subsequent event | Minimum | Line of credit | Secured Overnight Financing Rate (SOFR) | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 1.75% | |||||
Subsequent event | Maximum | Line of credit | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on foreign currency borrowings (as percent) | 1.875% | |||||
Subsequent event | Maximum | Line of credit | Alternate Base Rate (ABR) | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 0.875% | |||||
Subsequent event | Maximum | Line of credit | Secured Overnight Financing Rate (SOFR) | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate (as percent) | 1.875% |
Subsequent Events - Schedule Of
Subsequent Events - Schedule Of Unregistered Sale of Shares (Details) - USD ($) $ in Thousands | Apr. 08, 2024 | Dec. 18, 2023 |
Subsequent Event [Line Items] | ||
Amount of shares sold (in shares) | 100 | |
Subsequent event | ||
Subsequent Event [Line Items] | ||
Amount of shares sold (in shares) | 8,827,880 | |
Consideration received on transaction | $ 220,697 |