[Federal Register Volume 89, Number 113 (Tuesday, June 11, 2024)]
[Notices]
[Pages 49246-49247]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-12684]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 35213; File No. 812-15395]


HPS Corporate Lending Fund, et al.

June 5, 2024.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice.

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    Notice of application for an order (``Order'') under sections 17(d) 
and 57(i) of the Investment Company Act of 1940 (the ``Act'') and rule 
17d-1 under the Act to permit certain joint transactions otherwise 
prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 
under the Act.

SUMMARY OF APPLICATION: Applicants request an order to amend a previous 
order granted by the Commission that permits certain business 
development companies (``BDCs'') and closed-end management investment 
companies to co-invest in portfolio companies with each other and with 
certain affiliated investment entities.

APPLICANTS: HPS Corporate Lending Fund, HPS Investment Partners, LLC, 
Brickyard Direct Lending Fund, L.P., Core Senior Lending Fund (A-A), 
L.P., Core Senior Lending Fund, L.P., HPS DPT Direct Lending Fund, 
L.P., Hinode Direct Lending 2017 Fund, L.P., Kitty Hawk Credit Fund, 
L.P., Core Senior Lending Master Fund (PB), L.P., HPS Core Senior 
Lending Portfolio (PB) II, L.P., Credit Value Master Fund 2016, L.P., 
Credit Value Master Fund V, L.P., Credit Value Ontario Fund V, L.P., 
Credit Value Master Fund VI, L.P., European Asset Value Fund (USD) II, 
L.P., European Asset Value Offshore Fund (USD) II, L.P., European Asset 
Value Offshore Fund II, L.P., HPS European Liquid Loan Opportunities 
Master Fund, L.P., HPS Mezzanine Partners 2019, L.P., HPS Offshore 
Mezzanine Partners 2019 Co-Invest, L.P., HPS Offshore Mezzanine 
Partners 2019 Europe, SCSp, HPS Offshore Mezzanine Partners 2019, L.P., 
HPS Special Situations Opportunity Fund, L.P., HPS Special Situations 
Opportunity Offshore Fund, L.P., HPS Specialty Loan Europe Fund V, 
SCSp, HPS Specialty Loan Fund (JPY) V, L.P., HPS Specialty Loan Fund V, 
L.P., HPS Specialty Loan Fund V-L, L.P., HPS Specialty Loan 
International Fund V, SCSp, HPS Specialty Loan International Fund V-L, 
L.P., Institutional Credit Master Fund, L.P., Liquid Loan Opportunities 
Master Fund, L.P., Mayfair Alternative Credit Funds ICAV, Mezzanine 
Partners III, L.P., Offshore Mezzanine Partners III Co-Invest, L.P., 
Offshore Mezzanine Partners III, L.P., Real Estate Credit Solutions 
Fund II, L.P., Real Estate Credit Solutions Offshore Fund II, L.P., 
Specialty Loan Fund 2016, L.P., Specialty Loan Fund 2016-L, L.P., 
Specialty Loan Institutional Fund 2016-L, L.P., Aspen Co-Invest, L.P., 
Bronco Co-Invest, L.P, Endurance II Co-Invest, L.P., Galaxy III Co-
Invest, L.P., Milano Co-Invest, L.P., Neptune Co-Invest, L.P., Patriot 
Co-Invest, L.P., Aiguilles Rouges Irish Specialty Loan Fund plc, 
Aiguilles Rouges Specialty Loan Fund, L.P., Cactus Direct Lending Fund, 
L.P., Cardinal Fund, L.P., CST Specialty Loan Fund, L.P., Falcon Credit 
Fund, L.P., GIM Credit Lux S.A., GIM Credit Master Lux S.[agrave] r.l., 
GIM II, L.P., GIM, L.P., HC Direct Lending Fund, L.P., HN Co-Investment 
Fund, L.P., HPS Core Senior Lending Co-Invest, L.P., HPS Halite 2020 
Direct Lending Fund Limited, HPS KP Mezz 2019 Co-Invest, L.P., HPS 
Magnetite Energy & Power Credit Fund, L.P., HPS Magnetite Energy & 
Power Credit Offshore Fund, L.P., HPS Ocoee Specialty Loan Fund, L.P., 
HPS OH Co-Investment Fund, L.P., HPS PA Co-Investment Fund, L.P., HPS 
RR Specialty Loan Fund, L.P., HPS VG Co-Investment Fund, L.P., Jade 
Real Assets Fund, L.P., Mauna Kea Fund, L.P., Moreno Street Direct 
Lending Fund, L.P., NDT Senior Loan Fund, L.P., Presidio Loan Fund, 
L.P., Private Loan Opportunities Fund, L.P., Red Cedar Fund 2016, L.P., 
Sandlapper Credit Fund, L.P., SC Strategic Investment Fund, L.P., 
Specialty Loan Fund--CX-2, L.P., Specialty Loan VG Fund, L.P., AP 
Mezzanine Partners III, L.P., HPS AP Mezzanine Partners 2019, L.P., HPS 
Hinode Mezzanine Partners 2020, L.P., Specialty Loan Ontario Fund 2016, 
L.P., EL Specialty Loan Secondary Fund, L.P., HPS Offshore Strategic 
Investment Partners V, L.P., HPS Strategic Investment Partners V, L.P., 
HPS AP Strategic Investment Partners V, L.P., HPS AD Co-Investment 
Holdings, L.P., HPS Investment Partners (UK) LLP, HPS Investment 
Partners (HK), Limited, HPS Investments Partners (AUS) Pty Ltd., HPS 
ALSC Management, LLC, HPS Mezzanine Partners, LLC, HPS Mezzanine 
Partners II, LLC, HPS Mezzanine Management III, LLC, HPS Mezzanine 
Management 2019, LLC, HPS Opportunities SL Management, LLC, HPS RE 
Management, LLC, HPS Investment Partners CLO (US), LLC, HPS Investment 
Partners CLO (UK) LLP, HPS EF GP, LLC, HPS EL SLF 2016 GP, LLC, CGC, 
LLC, CGC III Partners LLC, HPS Strategic Investment Management V, LLC, 
HPS Elbe Unlevered Direct Lending Fund, SCSp, HPS Specialty Loan 
Ontario Fund V, L.P., Shelby Co-Invest, L.P., Core Senior Lending Fund 
II, SCSp, Core Senior Lending International Fund II, SCSp, HPS Offshore 
Strategic Investment Partners V Europe, SCSp, Segovia Loan Advisors 
(UK) LLP, HPS Core Senior Lending International Fund (EUR) II, SCSp, 
HPS Specialty Loan Fund (EUR) V, L.P., Proxima Co-Invest, L.P., Proxima 
Onshore Co-Invest, L.P., HPS Specialty Loan Fund TX, L.P., Salus Co-
Invest, L.P., Credit Value Fund VII, L.P., Credit Value Offshore Fund 
VII, L.P., HPS Mint Co-Invest, L.P., HPS Special Situations Opportunity 
Offshore Fund II, SCSp, Credit Value Ontario Fund VII, L.P., HPS 
Special Situations Opportunity Fund II, L.P., HN SIP V Co-Investment 
Fund, L.P., Core Senior Lending Fund II Feeder, L.P., HPS KP SIP V Co-
Investment Fund, L.P., HPS Energy & Power IA Fund, L.P., HPS Asset 
Value Lux Fund (USD) III, SCSp, HPS Asset Value Lux Fund III, SCSp, HPS 
Star Private Credit Fund SCSp, Core Senior Lending International Fund 
(EUR) II-G, SCSp, HPS AD SIP V Co-Investment Fund, L.P., Eastwood Co-
Invest, L.P., HPS Strategic Investment Partners V Feeder, L.P., HPS--SC 
Strategic Investment Fund II, L.P., HPS Everest Co-Investment Fund, 
L.P., Maple Co-Invest, L.P., HPS Asset Value Fund (USD) III, L.P., 
Luther Co-Invest, L.P., Minerva Co-Invest, L.P., HPS Hinode Strategic 
Investment Partners V 2021, L.P., Marilyn Co-Invest, L.P., HPS 
Investment Partners (SG) Pte. Ltd., HPS A-Life Direct Lending Fund, 
L.P., Specialty Loan Fund International Fund VI, SCSp, Specialty Loan 
Fund VI, SCSp, Specialty Loan Fund VI-L, SCSp, Specialty Loan 
International Fund VI-L, SCSp, HPS Loan Management 2013-2, Ltd., HPS 
Loan Management 3-2014, Ltd., HPS Loan Management 4-2014, Ltd., HPS 
Loan Management 5-2015, Ltd., HPS Loan Management 6-2015, Ltd., HPS 
Loan Management 7-2015,

[[Page 49247]]

Ltd., HPS Loan Management 8-2016, Ltd., HPS Loan Management 9-2016, 
Ltd., HPS Loan Management 10-2016, Ltd., HPS Loan Management 11-2017, 
Ltd., HPS Loan Management 12-2018, Ltd., HPS Loan Management 13-2018, 
Ltd., HPS Loan Management 14-2019, Ltd., HPS Loan Management 15-2019, 
Ltd., HPS Loan Management 2021-16, Ltd., HPS Loan Management 2022-17, 
Ltd., HPS Loan Management 2022-19, Ltd., Strata CLO II, Ltd., Arcadia 
Warehouse 2022, Ltd., Aqueduct European CLO 1-2017 DAC, Aqueduct 
European CLO 2-2017 DAC, Aqueduct European CLO 3-2019 DAC, Aqueduct 
European CLO 4-2019 DAC, Aqueduct European CLO 5-2020 DAC, Aqueduct 
European CLO 6-2021 DAC, Aqueduct European CLO 7-2022 DAC, Aqueduct 
European CLO 8-2022 DAC, Aqueduct European CLO 9-2022 DAC, Segovia 
European CLO 1-2014 DAC, Segovia European CLO 2-2016 DAC, Segovia 
European CLO 3-2017 DAC, Segovia European CLO 4-2017 DAC, Segovia 
European CLO 5-2018 DAC, Segovia European CLO 6-2019 DAC, HPS AZ SIP V 
Co-Investment Fund, SCSp, HPS Specialty Loan Fund (EUR) VI, SCSp, HPS 
HLBL Co-Investment Fund, L.P., Palisades CLO, LLC, Institutional Credit 
Europe Fund, SCSp, Piccadilly Co-Invest, L.P., Core Senior Lending 
International Fund II-S, SCSp, HPS Advisors, LLC, HPS Specialty Loan 
Institutional Fund VI-L, L.P., HPS Specialty Loan Fund VI Feeder, L.P., 
HPS Specialty Loan International Fund VI Co-Invest, SCSp, HPS Specialty 
Loan Fund VI Co-Invest, SCSp, HPS PA SIP V Co-Investment Fund, L.P., 
HPS Loan Management 2023-17, Ltd, Strata CLO I, Ltd., HPS Loan 
Management 2023-19, Ltd., HPS Sustainability & Energy Transition Fund, 
L.P., HPS Offshore Sustainability & Energy Transition Fund, SCSp, HN 
Private Credit Fund, L.P., HPS Specialty Loan International Fund (EUR) 
VI, SCSp, HPS Hinode Strategic Investment Partners 2023, L.P., HK Co-
Investment Fund, LLC, HPS Black Knight 1922 Specialty Loan Fund, LLC, 
HPS Garden Private Credit Fund, L.P., HN Direct Lending Co-Investment 
Fund 2023, L.P., HPS Corporate Capital Solutions Fund, HPS ART Direct 
Lending Fund, SCSp, Capricorn Co-Invest, L.P., HPS Roadrunner Specialty 
Loan Fund, L.P., Boost Co-Invest, L.P., CST Core Senior Lending Fund, 
L.P., Asset Value Platform, L.P., SLF VI WC Aggregator, L.P., and HPS 
Anchor Direct Lending Co-Investment Fund, SCSp.

FILING DATES: The application was filed on October 12, 2022, and 
amended on May 3, 2023, August 22, 2023, and November 8, 2023.

HEARING OR NOTIFICATION OF HEARING: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing on any application by emailing 
the SEC's Secretary at [email protected] and serving the 
Applicants with a copy of the request by email, if an email address is 
listed for the relevant Applicant below, or personally or by mail, if a 
physical address is listed for the relevant Applicant below. Hearing 
requests should be received by the Commission by 5:30 p.m. on, July 1, 
2024, and should be accompanied by proof of service on applicants, in 
the form of an affidavit or, for lawyers, a certificate of service. 
Pursuant to rule 0-5 under the Act, hearing requests should state the 
nature of the writer's interest, any facts bearing upon the 
desirability of a hearing on the matter, the reason for the request, 
and the issues contested. Persons who wish to be notified of a hearing 
may request notification by emailing the Commission's Secretary at 
[email protected].

ADDRESSES: The Commission: [email protected]. Applicants: 
Yoohyun K. Choi, HPS Advisors, LLC, at [email protected]; and 
Richard Horowitz, Esq., Dechert LLP, at [email protected].

FOR FURTHER INFORMATION CONTACT: Kieran G. Brown, Senior Counsel, or 
Terri Jordan, Branch Chief, at (202) 551-6825 (Division of Investment 
Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: For Applicants' representations, legal 
analysis, and conditions, please refer to Applicants' third amended and 
restated application, dated November 8, 2023, which may be obtained via 
the Commission's website by searching for the file number at the top of 
this document, or for an Applicant using the Company name search field, 
on the SEC's EDGAR system. The SEC's EDGAR system may be searched at 
http://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You may 
also call the SEC's Public Reference Room at (202) 551-8090.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-12684 Filed 6-10-24; 8:45 am]
BILLING CODE 8011-01-P