v3.26.1
Business and Organization
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Organization
Note 1. Business and Organization
HPS Net Lease Income REIT (the “Company”) is a Maryland statutory trust formed on December 23, 2025 and intends to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2026. The Company is structured as a
non-listed,
perpetual-life private REIT, and therefore its securities are not listed on a national securities exchange.
The Company’s investment objectives are to generate attractive, risk-adjusted returns in the form of current income and long-term capital appreciation across economic cycles. The Company seeks to achieve its investment objectives by building a diversified portfolio of stabilized, income producing industrial properties with long term net leases primarily throughout the United States. The Company intends to predominantly focus on acquiring and actively managing
build-to-suit
industrial properties that are leased to single tenants, the majority of which are expected to directly have, or have corporate parent entities that have, investment grade corporate credit ratings from Moody’s Ratings, S&P Global Ratings or Fitch Ratings. The term
“build-to-suit”
refers to properties whose location, design, physical fit out and/or management are customized to the specific needs of the tenant, often with capital investment funded by the tenant. The Company primarily focuses on early stage investment in
build-to-suit
properties, either through investing in the development stage of a property or the purchase of newly constructed properties. However, it may also acquire existing stabilized,
build-to-suit
industrial properties that it believes offer attractive long-term leases, renewal options or re-lease dynamics. To a lesser extent, the Company may invest in sale-leaseback transactions with creditworthy entities and real estate-related investments, including commercial mortgage loans and mezzanine loans. The Company also plans to invest a smaller portion of its assets in money market instruments, U.S. government or government agency securities, and other more liquid credit investments such as broadly syndicated loans, bonds, and residential and commercial mortgage-backed securities. The Company intends to use these investments to maintain liquidity for its share repurchase plan and manage cash before investing subscription proceeds into industrial properties, while also seeking attractive risk-adjusted investment returns.
The Company will be externally managed by ElmTree Funds, LLC (“ElmTree”, or the “Advisor”), a registered investment adviser with the Securities and Exchange Commission (the “SEC”) and an indirect subsidiary of BlackRock, Inc. (NYSE: BLK) (“BlackRock”). The Company plans to own all or substantially all of its assets through HNET Operating Partnership, L.P. (the “Operating Partnership”), a Delaware limited partnership and a consolidated subsidiary of the Company. The Company is the sole general partner of the Operating Partnership, and HNET SLP, L.P. (the “Special Limited Partner”), an affiliate of the Advisor, owns a special limited partner interest in the Operating Partnership.
The Company intends to commence its private offering during the second half of 2026 and engage in a continuous, unlimited private offering of its common shares to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”)) made pursuant to exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws. As of June 30, 2026, there have been no purchases under the private offering.
As of June 30, 2026, the Company had neither purchased nor contracted to purchase any investments. The Advisor had not identified any net lease investments or commercial real estate-related debt assets in which it is probable that the Company will invest.