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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 3, 2024

 

BLACKROCK DIRECT LENDING CORP.

(Exact name of registrant as specified in its charter)

 

Delaware 000-56231 85-3439073
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

2591 28th Street, Suite 1000

Santa Monica, California

  90405
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (310) 566-1000

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)  

Name of exchange on which registered

None   Not applicable   Not applicable

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 
 

 

Item 8.01 Other Events.

 

On December 3, 2024, BlackRock, Inc. (“BlackRock”) entered into a definitive agreement to acquire 100% of the business and assets of HPS Investment Partners, a leading global credit investment manager, for total consideration of approximately 12.1 million units of a wholly-owned subsidiary of BlackRock, which will be exchangeable into shares of BlackRock’s common stock on a 1:1 basis (subject to customary adjustments) (the “HPS Transaction”). The investment adviser of BlackRock Direct Lending Corp. is an indirect wholly-owned subsidiary of BlackRock.

 

A copy of the press release issued by BlackRock announcing the HPS Transaction is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)     Exhibits.

 

Exhibit Number

 

Description of Exhibit

99.1   Press release announcing the HPS Transaction, dated December 3, 2024.
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  BlackRock Direct Lending Corp.
  (Registrant)
   
Date: December 3, 2024 By:

/s/ Diana Huffman

  Diana Huffman
  General Counsel