M&A - HPS Corporate Lending Fund

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Form Type: DEF 14A

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525026762

Filing Summary: This document is a proxy statement for HPS Corporate Lending Fund in connection with a Special Meeting of Shareholders scheduled for April 16, 2025. It outlines the proposal to approve a New Investment Advisory Agreement with HPS Advisors, LLC, set to replace the existing agreement upon the closing of a transaction where BlackRock, Inc. will acquire 100% of HPS. The New Investment Advisory Agreement is essential to ensure uninterrupted advisory services following the acquisition, as per the requirements of the Investment Company Act of 1940. The document emphasizes that the New Agreement will maintain all material terms from the current agreement apart from the effective date. Additionally, it seeks shareholder approval to adjourn the meeting if necessary to gather more votes. The Board of Trustees unanimously recommends voting in favor of these proposals. The document indicates that if the acquisition does not occur, the current advisory terms will continue without change.

Document Link: View Document

Additional details:

Investment Advisory Agreement: Approve New Investment Advisory Agreement


Transaction Acquisition: BlackRock to acquire 100% of HPS


Board Recommendation: unanimous approval of proposals


Record Date: February 6, 2025


Special Meeting Date: April 16, 2025


Meeting Time: 2:00 p.m. Eastern Time


Form Type: DEFA14A

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525027391

Filing Summary: HPS Corporate Lending Fund is soliciting shareholder votes for two proposals related to the transaction involving the acquisition of HPS Investment Partners, LLC by BlackRock, Inc. The documents state that a definitive agreement was made for this transaction announced on December 3, 2024. The key points include: 1. Approval of a New Investment Advisory Agreement with HPS Advisors, LLC that will replace the current advisory agreement, which terminates upon the closing of the transaction. 2. Approval to contingently delay the Special Meeting set for April 16, 2025, should additional votes be necessary. The letter emphasizes the importance of shareholder participation and the expected benefits of the arrangement with BlackRock, such as enhanced investment opportunities and operational scale. Shareholders are encouraged to vote via several methods including by internet, phone, or mail by a specified deadline.

Document Link: View Document

Additional details:

New Investment Advisory Agreement: Approval of the New Investment Advisory Agreement Proposal between HLEND and HPS Advisors, LLC, set to replace the current investment advisory agreement and take effect upon the closing of the Transaction.


Adjournment Proposal: Approval to contingently delay the Special Meeting of Shareholders on April 16, 2025, to solicit more votes for the New Investment Advisory Agreement if required.


Importance Of Vote: The document stresses that shareholder votes are essential to meet quorum requirements and encourage broad participation.


Transaction Details: The document outlines the acquisition of HPS by BlackRock, detailing that BlackRock will acquire 100% of the business and assets of HPS.


Expected Benefits: Mention of anticipated benefits from the acquisition, including increased investment sourcing and operational efficiencies.


Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525007503

Filing Summary: On January 15, 2025, Grishma Parekh notified the Board of Trustees of HPS Corporate Lending Fund of her resignation from the Board, effective upon the closing of a transaction in which BlackRock, Inc. and its affiliates will acquire 100% of the business and assets of HPS Investment Partners, LLC. Ms. Parekh is expected to continue as President of the Company and maintain her roles at HPS and HPS Advisors, LLC post-transaction. If the transaction does not close, she will not resign and will continue her Trustee position. Ms. Parekh's resignation was not due to any disagreements with the Company regarding operations or policies.

Document Link: View Document

Additional details:

Date Of Report: 2025-01-16


Board Member Resignation Date: 2025-01-15


Acquiree: HPS Investment Partners, LLC


Acquiror: BlackRock, Inc.


Transaction Type: acquisition


Transaction Condition: effective upon closing


Form Type: PRE 14A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525007137

Filing Summary: HPS Corporate Lending Fund is soliciting shareholder votes for a Special Meeting scheduled on April 16, 2025. The primary purpose is to approve a new investment advisory agreement (the 'New Investment Advisory Agreement') with HPS Advisors, LLC, which will replace the existing advisory agreement as a result of BlackRock, Inc. acquiring 100% of HPS Investment Partners, LLC's business and assets, anticipated to close in mid-2025. Shareholders are also asked to approve an adjournment proposal to solicit additional proxies if necessary. It is crucial for shareholders to participate as the New Investment Advisory Agreement will become effective upon the closure of this transaction, ensuring uninterrupted advisory services. The Board has unanimously recommended voting in favor of both proposals, emphasizing that all key terms from the current advisory agreement remain unchanged aside from the effective date.

Document Link: View Document

Additional details:

Shareholder Meeting Date: 2025-04-16


Record Date: 2025-02-06


Investment Advisory Agreement Effective Date: upon closing of Transaction


Transaction Description: BlackRock will acquire 100% of the business and assets of HPS


Board Recommendation: FOR New Investment Advisory Agreement


Board Members Present: 5


Independent Trustees: 3


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