Equity |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| Equity | Note 3. Equity As of June 30, 2026, the Company was authorized to issue an unlimited number of common shares, par value $0.01 per share. On July 21, 2026, the Company amended and restated its declaration of trust, (as amended, restated and/or supplemented from time to time, the “Declaration of Trust”), which authorizes an unlimited number of common shares of beneficial interest, par value $0.01 per share, including common shares classified as Class S, Class D, Class I, Class F-S, Class F-I, Class A-S, Class A-I and Class E, and an unlimited number of preferred shares, par value $0.01 per share. The Company intends to undertake a continuous, blind pool private offering in reliance on Rule 506(b) of Regulation D promulgated under the Securities Act and/or Regulation S under the Securities Act. The purchase price per share for each class of common shares is generally equal to the net asset value (“NAV”) per share of the applicable share class as of the last calendar day of the prior month, and is not based on any public trading market. On January 29, 2026 (date of initial capitalization), the Company was capitalized through the purchase by HPS Investment Partners, LLC (the “Administrator” or “HPS”), a part of BlackRock and an affiliate of the Advisor, of 50 common shares for an aggregate purchase price of $1,000. Distribution Reinvestment Plan On July 21, 2026, the Company adopted a distribution reinvestment plan, whereby shareholders will have their cash distributions automatically reinvested in additional common shares unless they elect to receive their distributions in cash. Any cash distributions attributable to common shares of the Company owned by participants in the distribution reinvestment plan will be immediately reinvested in additional common shares of the same class on behalf of the participants on the business day such distribution would have been paid to such shareholder. The per share purchase price for common shares purchased under the distribution reinvestment plan will be equal to the transaction price for such common shares at the time the distribution is payable, which will generally be equal to the Company’s prior month’s NAV per share. Share Repurchase Plan On July 21, 2026, the Company adopted a share repurchase plan, whereby, commencing with first full calendar quarter following the Initial Retail Closing, the Company, in its discretion, may repurchase, in each quarter, up to 5% of the Company’s aggregate NAV as of the end of the prior quarter. To the extent the Company chooses to repurchase common shares in any particular calendar quarter, it will only repurchase common shares following the close of business as of the last calendar day of the quarter. The Board of Trustees (the “Board”) may make exceptions to, modify or suspend the share repurchase plan if, in its discretion, it deems such action to be in the best interest of the Company. The Board cannot terminate the share repurchase plan absent a liquidity event that results in the Company’s shareholders receiving cash or securities listed on a national securities exchange or where otherwise required by law. If the Company does not repurchase the full amount of all common shares requested to be repurchased in any given calendar quarter, funds will be allocated pro rata based on the total number of common shares being repurchased and without regard to class. All unsatisfied repurchase requests must be resubmitted after the start of the next quarter, or upon the recommencement of the share repurchase plan, as applicable. The Company expects to repurchase shares at a transaction price generally equal to prior month’s NAV per share, except that Class S shares, Class D shares, Class I shares and Class E shares that have not been outstanding for at least one year, and Class F-I shares, Class F-S shares, Class A-S shares and Class A-I shares that have not been outstanding for at least two years, will be repurchased at 95% of the transaction price (an “Early Repurchase Deduction”). The one-year or two-year holding period, as applicable, is measured from the first calendar day of the month in which the shares were issued to the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may only be waived, at the Company’s sole discretion, in the case of repurchase requests arising from the death or qualified disability of the holder and in other limited circumstances. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.
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