European and Cayman Islands Disclosures
At HPS, we are committed to protecting and respecting your privacy. This policy explains how we collect and use any personal information (i.e., any information that relates to you and that identifies or can be used to identify you) that you share with us, including how we collect, process, protect and share your personal information.
When you provide us with your personal information, HPS Investment Partners, LLC, HPS Investment Partners (UK) LLP and HPS Investment Partners (HK), Limited and, in each case, their affiliated companies and the investment funds and accounts advised by them and their affiliates (together, “HPS”, “we”, “us” and “our”) act as “data controllers” as such term is defined in Regulation (EU) 2016/679 (the General Data Protection Regulation) or the Data Protection Law, 2017 of the Cayman Islands, as applicable. In simple terms, this means that we: (i) “control” the personal information that you provide, including making sure that it is kept secure; and (ii) make certain decisions on how to use and protect such personal information, but only to the extent that we have informed you about the use or are otherwise permitted by law.
1. What information do we collect about you?
2. How we obtain your personal information
3. Why we use your personal information
4. Who we share your personal information with
5. How we keep your personal information secure
6. Our retention of your personal information
7. Transfers of your personal information
8. Your rights
9. Contact us
The types of personal information we collect about you depends on the nature of your interaction with us. The types of personal information we collect may include:
- personal, device and business contact information (such as name, postal and email address, IP addresses, and telephone number);
- other personal information you submit to us, such as information you provide to register for email alerts or correspond with us in relation to inquiries;
- personal information you may submit to us in connection with any potential employment opportunities; and
- information we may collect about you in connection with evaluating and making investments to the extent that you are connected to the relevant transaction.
The personal information collected about you will help us provide you with better service or facilitate our business relationship.
We collect information about you directly when you provide it to us in correspondence and conversations (including via email and telephone) and through forms and contracts we may enter with you. We may also receive information about you from your employer, service providers or other transaction parties in connection with our review of investment opportunities. Depending on the nature of the relationship, such may include information about your name, address, email address, date of birth, passport details or other national identifier, driving licence, your national insurance or social security number and income, employment information and details about your investment or retirement portfolio(s).
In connection with an employment inquiry, we also collect information regarding your work authorization status, education history, employment history and professional designations; and other information about your qualifications.
We will only collect and process personal information about you where we have lawful bases to do so (please see section 3 below).
We may combine personal information that you provide to us with information that we collect from, or about you, in some circumstances. This will include information collected in an online or offline context.
We will use the personal information you provide us or we otherwise collect for the following purposes, and pursuant to the corresponding legal bases:
To enter into, and perform, contracts with you that you have requested.
To improve our website and notify you about changes to our services.
To respond to requests for information submitted by you through our website.
To keep a record of your relationship with us.
To assess your qualification for available employment opportunities.
To conduct know-your-customer, anti-money laundering and similar reviews.
Additionally, we will use your personal information, subject to applicable law, to keep you informed of our products and services (e.g. future funds that we are raising) based on our legitimate interest.
No automated decision making, including profiling, is used when processing your personal information.
We will share your personal information with third parties as required by law or regulation.
We will seek to ensure any third party that acts as a data processor on our behalf:
(i) enters into an agreement with us and meets our standards for data security;
(ii) does not use your personal information for any purpose other than the clearly defined purpose relating to the service that such party is providing;
(iii) treats your personal information as confidential; and
(iv) holds your personal information securely and retains it only for such period of time as necessary.
We will also share your personal information with applicable third parties in the event of a reorganization, merger, sale, acquisition, assignment or other disposition of all or a portion of our business, assets or shares.
We are committed to protect the personal information you entrust to us, and to that end we employ appropriate organizational, physical, technical and procedural safeguards designed to protect your personal information in our possession or under our control to the extent possible from unauthorized access and improper use.
To the extent that you reside in the European Union, or EU or Cayman Islands data privacy legislation applies to you or the fund in which you invest, and we transfer your personal information to countries located outside of the European Economic Area (“EEA”), such transfers are made in accordance with applicable data privacy laws.
To the extent that you reside in the European Union, or EU or Cayman Islands data privacy legislation applies to you or the fund in which you invest, you have the right to access the personal information we hold about you, and there are, subject to certain limitations, a number of ways you can control the way in which and what information we store and process about you. We have explained these individual rights and controls below. To exercise these rights and controls, please contact us at [email protected].
Access: You have the right to access the personal information that we hold about you free of charge (subject to certain situations where we may charge a ‘reasonable fee’).
Correction: You have the right to correct any inaccuracies in the information we hold about you.
Deletion: You have the right to request that we delete your personal information in certain situations (subject to any legal obligations for us to retain it).
Restrictions on use: You may request that we stop processing your personal information (other than storing it): (i) while its accuracy is verified; (ii) if the processing is illegal; (iii) if the processing is no longer necessary for the purposes for which it was collected; or (iv) if you object to the processing and we are verifying whether our legitimate grounds to process your personal information override your own rights.
Object: You have the right to object to processing, including: (i) for direct marketing (from which you may opt-out at any time); (ii) for research or statistical purposes; and/or (iii) where processing is based on legitimate interests.
If you reside in the European Union, or EU data privacy legislation applies to you, and you should you wish to lodge a complaint with regards to how your personal information has been processed by HPS, please contact your local supervisory authority. In the UK, this is the Information Commissioner (https://ico.org.uk/). If you are an investor in a Cayman Islands fund you may lodge a complaint with the Cayman Islands Ombudsman (www.ombudsman.ky).
Annual publication of information on the identity of execution venues and the quality of execution
30 April 2018 | Report for the calendar year ending 31 December 2017
HPS Investment Partners CLO (UK) LLP (“HPS CLO UK”) is an investment firm authorised and regulated by the Financial Conduct Authority (FRN 755617).
As an investment firm which provides the services of portfolio management, reception and transmission of orders, and execution of client orders, HPS CLO UK is obliged to publish on its website information on the top-five execution venues in terms of trading volumes where it executed client orders, and the top-five execution venues in terms of trading volumes where it transmitted or placed client orders for execution in the preceding year. HPS CLO UK is also obliged to publish a summary of the analysis and conclusions it draws from its monitoring of the quality of execution obtained on the execution venues where it executed client orders in the previous year.
HPS CLO UK acts as the collateral manager for collateralised loan obligations (“CLOs”) domiciled in the European Union. As such HPS CLO UK’s trading activity primarily relates to private loans, which are not MiFID financial instruments, therefore for many of the instruments traded by HPS CLO UK on behalf of the CLOs, the requirements of RTS 28 will not be relevant. However, HPS CLO UK may trade other debt instruments (for 2017 such other instruments were limited to bonds), for the CLOs. HPS CLO UK has entered into a collateral management agreement with the CLOs setting out the terms on which it provides investment management and advisory services to the CLOs. HPS CLO UK has categorized each CLO it manages as a Professional Client.
Part 1 of this report sets out data on HPS CLO UK’s top five execution venues used in connection with bond trading. When trading bonds, HPS CLO UK did not use the services of other firms to execute orders on its behalf. The information in Part 1 of the report is set out in the form specified by Commission Delegated Regulation (EU) 2017/576 (“RTS 28”) for the calendar year ending 31 December 2017.
For the avoidance of doubt, in the context of its portfolio management activities, HPS CLO UK treats decisions to deal which are made by HPS CLO UK on behalf of its client, the CLOs, as constituting client orders for the purposes of this report.
Part 2 of this report sets out a summary of HPS CLO UK’s analysis and conclusions from its monitoring of the quality of execution obtained on the execution venues where it executed client orders.
Summary of analysis and conclusions regarding quality of execution obtained
When executing a transaction for the CLOs or placing an order with a third party for execution on behalf of the CLOs, HPS CLO UK must act in the best interests of the CLOs. In complying with this obligation for the calendar year ending 31 December 2017, HPS CLO UK was required to take all reasonable steps to assist in obtaining the best results for its clients, taking account of relevant execution factors, such as price, cost, likelihood of execution and settlement, size, nature of the transaction, the broker’s trading expertise, liquidity, reliability, responsiveness, reputation, execution, clearance, settlement and creditworthiness, willingness to commit capital, access to a particular trading market, availability of securities to borrow or short sales and any other relevant considerations. While price is important when assessing best execution, HPS CLO UK does not consider this the only factor and there may be other factors (as described above) which may take precedent depending on the considerations surrounding the trade.
When trading on behalf of the CLOs, HPS CLO UK considers the relative importance of the execution factors it deems relevant. HPS CLO UK uses its experience and expertise to seek to achieve the best balance across the range of factors it deems relevant, including instances where such factors may conflict with each other. Overall, this may mean that HPS CLO UK does not always achieve the best possible execution for every client order. However, HPS CLO UK’s best execution monitoring policy and procedures seek to enable HPS CLO UK to adjust the way it applies its order execution policy to continually improve quality over time.
HPS CLO UK does not have any close links or common ownership with any of the execution venues which execute client orders for HPS CLO UK for purposes of RTS 28. As part of its order execution policy, HPS CLO UK maintains a list of execution venues which HPS CLO UK uses for execution of orders which is periodically updated.
HPS CLO UK has established policies and procedures to monitor and resolve conflicts with respect to any execution venues used to execute client orders. HPS CLO UK does not have any arrangements under which HPS CLO UK receives any payment, discount, or rebate from an execution venue. For the calendar year ending 31 December 2017, HPS CLO UK was permitted, under rules relating to dealing commission, to receive non-monetary benefits such as investment research from investment firms which HPS CLO UK used for the purposes of order execution. However, in compliance with its obligation to take all reasonable steps to achieve the best possible result when executing client orders, HPS CLO UK has determined that such arrangements did not result in any detriment to the quality of execution obtained for its client.
HPS CLO UK actively assesses the quality of its execution, if comparative information is available, using data and other tools. Among other things, this analysis considers whether an executed price was higher or lower than the price available at other execution venues.
HPS CLO UK considers that the above approach is sufficient to achieve best execution for its clients, for the calendar year ending 31 December 2017, specifically given the limited scope of MiFID instruments traded by HPS CLO UK.
Shareholder Rights Directive
Under Rule 2.2B.5R of the Conduct of Business Sourcebook in the FCA Rules, HPS Investment Partners (UK) LLP and HPS Investment Partners CLO (UK) LLP (together the "Firms") are required either to develop and publicly disclose an engagement policy, as described in the revised Shareholder Rights Directive (the “SRD II”), or publicly disclose a clear and reasoned explanation of why they have chosen not to develop and adopt a shareholder engagement policy.
The Firms provide investment management and advisory services focusing on private and public credit strategies. They invest in a range of asset classes, including corporate and sovereign bonds, secured and unsecured term loans, collateralised loan obligations and performing and non-performing assets, on behalf of their clients. The Firms do not employ equity-focused investment strategies. Investments in shares traded on a regulated market are infrequent and do not represent a significant part of the Firms’ investment activity.
The Firms have determined that, given their investment strategies and their low exposure to shares traded on a regulated market, there are limited occasions on which they are in a position to have active engagement with company management as equity holders or exercise voting rights in relation to shares. Accordingly, developing an engagement policy would be disproportionate and of limited relevance to the Firms’ business. Therefore, while the Firms are generally supportive of the objectives that underlie the SRD II, they do not consider it appropriate to adopt a shareholder engagement policy as described by SRD II at this time. The Firms will keep their position under review and update this statement if there is a change in their approach.