HPS Corporate Lending Fund 8-K

What Happened
HPS Corporate Lending Fund announced on January 13, 2026 that it completed a notes offering totaling $750 million: $350 million of 5.150% notes due April 2, 2029, and $400 million of 5.650% notes due April 2, 2031. The Fund entered into Ninth and Tenth Supplemental Indentures with U.S. Bank Trust Company as trustee to issue the notes. The offering closed January 13, 2026 and produced approximately $742.3 million of net proceeds after discounts and estimated offering expenses.

Key Details

• Notes: $350,000,000 of 5.150% notes (due 4/2/2029) and $400,000,000 of 5.650% notes (due 4/2/2031); interest payable semi‑annually on April 2 and October 2, beginning April 2, 2026.
• Ranking: General unsecured obligations of the Fund; pari passu with other unsecured unsubordinated debt, junior to secured debt and structurally junior to debt of subsidiaries/finance vehicles.
• Use of proceeds: To fund investments per the Fund’s strategy, reduce borrowings/repay indebtedness, and for general corporate purposes. Net proceeds ≈ $742.3M.
• Hedging: The Fund entered interest rate swaps to convert the fixed coupon exposure—(i) receive fixed 5.150% / pay 3‑month Term SOFR + 1.7741% on $350M; (ii) receive fixed 5.650% / pay 3‑month Term SOFR + 2.1315% on $400M. Swaps are designated as hedge accounting instruments.
• Sales and registration: Notes were sold to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S; not registered under the Securities Act. The Fund agreed to file exchange or shelf registration statements under registration rights agreements and may owe additional interest if registration deadlines are missed.
• Change‑of‑control: A defined “change of control repurchase event” would generally require the Fund to offer to repurchase outstanding notes at 100% of principal plus accrued interest.

Why It Matters
This filing shows the Fund materially increased its unsecured debt capital with longer‑dated notes and immediately hedged to better match its mostly floating‑rate loan portfolio. For investors, the transaction affects the Fund’s leverage, interest expense profile, and liquidity (net proceeds available to invest or pay down other borrowings). The registration rights and the notes’ unsecured ranking are important for understanding resale options and relative creditor priority. The swap agreements reduce the mismatch between fixed coupon debt and floating‑rate assets, which can stabilize net interest income if short‑term rates move.