SEC Company Response from HPS Net Lease Income REIT (CIK 0002107762) — Apr 9, 2026
HPS Net Lease Income REIT (CIK 0002107762)
Date: April 9, 2026 · CIK: 0002107762 · Accession: 0001193125-26-149895
AI Filing Summary & Sentiment
File numbers found in text: 000-56823
Referenced dates: March 26, 2026
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549
Re: HPS Net Lease Income REIT
Dear Ladies and Gentlemen:
On behalf of HPS Net Lease Income REIT (the “Company”), we hereby transmit via EDGAR to the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement on Form 10-12G/A (as amended, the “Registration Statement”). The Company has prepared Amendment No. 2 to respond to the Staff’s comment in its letter dated March 26, 2026, relating to the Registration Statement (the “Comment Letter”) and to otherwise update its disclosure.
In addition, we are providing the following response to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comment in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 2. Unless otherwise defined below, terms defined in Amendment No. 2 and used below shall have the meanings given to them in Amendment No. 2. The responses and information described below are based upon information provided to us by the Company.
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.
The Company has revised the disclosure on Page 24 of Amendment No. 2 to revise the disclaimer and confirms that it has disclosed all material terms of the Advisory Agreement. The Company has similarly revised the disclosure on Pages 32 and 33 of Amendment No. 2 to revise the disclaimer and confirms it has disclosed all material terms of the Administration Agreement and the Operating Partnership Agreement.
BEIJING BOSTON BRUSSELS HONG KONG HOUSTON LONDON LOS ANGELES LUXEMBOURG PALO ALTO SAN FRANCISCO SÃO PAULO TOKYO WASHINGTON, D.C.
Simpson Thacher & Bartlett LLP
Securities and Exchange Commission
-2-
April 9, 2026
* * * * * * *
Please do not hesitate to call me at (202) 636-5924 with any questions or further comments regarding the Registration Statement or if you wish to discuss any of the above responses.
Very truly yours,
/s/ Daniel B. Honeycutt
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CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 900 G STREET NW, SUITE 900 WASHINGTON, D.C. 20001 TELEPHONE: +1-202-636-5500 FACSIMILE: +1-202-636-5502 April 9, 2026 VIA EDGAR Re: HPS Net Lease Income REIT Amendment No. 1 to Registration Statement on Form 10-12G/A Filed March 19, 2026 File No. 000-56823 Mr. Ruairi Regan U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Dear Ladies and Gentlemen: On behalf of HPS Net Lease Income REIT (the “Company”), we hereby transmit via EDGAR to the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement on Form 10-12G/A (as amended, the “Registration Statement”). The Company has prepared Amendment No. 2 to respond to the Staff’s comment in its letter dated March 26, 2026, relating to the Registration Statement (the “Comment Letter”) and to otherwise update its disclosure. In addition, we are providing the following response to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comment in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 2. Unless otherwise defined below, terms defined in Amendment No. 2 and used below shall have the meanings given to them in Amendment No. 2. The responses and information described below are based upon information provided to us by the Company. 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. The Company has revised the disclosure on Page 24 of Amendment No. 2 to revise the disclaimer and confirms that it has disclosed all material terms of the Advisory Agreement. The Company has similarly revised the disclosure on Pages 32 and 33 of Amendment No. 2 to revise the disclaimer and confirms it has disclosed all material terms of the Administration Agreement and the Operating Partnership Agreement. BEIJING BOSTON BRUSSELS HONG KONG HOUSTON LONDON LOS ANGELES LUXEMBOURG PALO ALTO SAN FRANCISCO SÃO PAULO TOKYO WASHINGTON, D.C. Simpson Thacher & Bartlett LLP Securities and Exchange Commission -2- April 9, 2026 * * * * * * * Please do not hesitate to call me at (202) 636-5924 with any questions or further comments regarding the Registration Statement or if you wish to discuss any of the above responses. Very truly yours, /s/ Daniel B. Honeycutt Daniel B. Honeycutt Cc: U.S. Securities and Exchange Commission Babette Cooper Mark Rakip Pam Howell HPS Net Lease Income REIT James G. Koman, Chief Executive Officer David Leavitt, President Robert Busch, Chief Financial Officer Diana Huffman, Secretary