SEC Comment Letter for HPS Net Lease Income REIT (CIK 0002107762) — Mar 26, 2026
HPS Net Lease Income REIT (CIK 0002107762)
Date: March 26, 2026 · CIK: 0002107762 · Accession: 0000000000-26-003068
AI Filing Summary & Sentiment
File numbers found in text: 000-56823
Letter
March 26, 2026 David Leavitt President HPS Net Lease Income REIT 8027 Forsyth Boulevard St. Louis, MO 63105 Re:HPS Net Lease Income REIT Amended Registration Statement on Form 10-12G Filed March 20, 2026 File No. 000-56823 Dear David Leavitt: We have reviewed your amended filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this letter, we may have additional comments. Amended Registration Statement on Form 10 Advisory Agreement, page 24 1.We note your revisions in response to prior comment 1; however, you continue to state that the description of the Advisory Agreement set forth below is qualified in its entirety by reference to the Advisory Agreement. Please remove any implication that you have not disclosed all material provisions of your agreements as previously requested. Also, revise the disclosure regarding your other material agreements to remove similar qualification language.
March 26, 2026 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi James Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Nathan Briggs, Esq.
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March 26, 2026
David Leavitt
President
HPS Net Lease Income REIT
8027 Forsyth Boulevard
St. Louis, MO 63105
Re:HPS Net Lease Income REIT
Amended Registration Statement on Form 10-12G
Filed March 20, 2026
File No. 000-56823
Dear David Leavitt:
We have reviewed your amended filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Amended Registration Statement on Form 10
Advisory Agreement, page 24
1.We note your revisions in response to prior comment 1; however, you continue to state
that the description of the Advisory Agreement set forth below is qualified in its entirety
by reference to the Advisory Agreement. Please remove any implication that you have
not disclosed all material provisions of your agreements as previously requested. Also,
revise the disclosure regarding your other material agreements to remove similar
qualification language.
March 26, 2026
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi James Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Nathan Briggs, Esq.