Hancock Park Corporate Income Dissolution Plan: 939,420 Votes For, $3.50-$4.30 Estimate vs $5.43 NAV
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Vehicle file: Hancock Park Corporate Income, Inc. — assets, distributions, repurchases and every filing, as filed with the SEC.Open the file →Quick Answer
Stockholders of Hancock Park Corporate Income, Inc. (CIK 1661306) approved a plan of sale and dissolution on October 6, 2026, with 939,420 of 1,474,525 shares voting for it (63.7%, our arithmetic), and the board estimates total liquidating distributions of $3.50 to $4.30 a share against a net asset value of $5.43 at June 30, 2026 (Form 8-K, accession 0001193125-26-415358; DEF 14A, accession 0001661306-26-000077; as of November 3, 2026). No liquidating distribution has been declared. The only payment on the calendar is $0.01 a share, declared October 28, 2026 and payable January 15, 2027. The first call on the cash is the $11.0 million unsecured note due November 27, 2026. The proxy gives $290,000 to $410,000 of liquidation costs, which explains only part of the gap between $5.43 and the estimate.
Key Takeaways
- The vote passed with room to spare, but not by a landslide. The plan needed a majority of all 1,474,525 shares, or 737,263; it got 939,420, which is 202,157 over the line (our arithmetic). Only 6,149 shares voted against and 34,702 abstained. The 494,254 shares that were not present counted against the plan by default.
- The estimate is $1.13 to $1.93 a share below the last NAV. $3.50 to $4.30 is 64.5% to 79.2% of $5.43 (our arithmetic). The proxy discloses wind-down costs of $290,000 to $410,000, which is $0.20 to $0.28 a share (our arithmetic). That leaves roughly $0.85 to $1.73 a share of the gap that no filing itemizes: sale discounts and ongoing running costs.
- NAV fell from $7.65 on December 31, 2025 to $5.43 on June 30, 2026, a drop of 29.0% (our arithmetic), before the estimate. Net unrealized depreciation was $1.77 a share in six months. The investments were carried at 68.5% of their cost at June 30, against 82.0% at December 31, 2025 (our arithmetic).
- The note comes first. The $15.0 million unsecured note was cut to $11.0 million of principal and matures November 27, 2026. The proxy says management does not believe the lender is interested in extending or refinancing it. No cash can reach holders until it is repaid or provided for.
- The wind-down is meant to take 12 to 24 months after approval, which is October 2027 to October 2028 (our arithmetic). The proxy says there is no assurance as to the timing or amount of any distribution. Shares may be converted into non-transferable trust or entity interests, and the company may file Form 15 and stop reporting to the SEC.
- A $0.01 distribution is not a liquidating payment. Three $0.01 distributions declared July 29, August 27 and September 28, 2026 are all payable October 15, 2026, which is $0.03 in one payment (our arithmetic). A fourth, declared October 28, is payable January 15, 2027.
- Three years of alternatives failed before the wind-down. The proxy lists a placement agent that sold no shares, three merger reviews with OFS Capital at 30% to 57% stock discounts, two with OFS Credit, and 14 potential buyers of the portfolio who showed no interest in February 2026.
CSV · 110 rows
Hancock Park Corporate Income: plan of sale and dissolution, vote, estimate, NAV path, costs and dates
110 rows from the SEC filings behind this page, with the accession number on each. Our own arithmetic is labelled in the note column.
This page goes deeper on one company than our roundup of BDC liquidation votes, which covers Hancock Park and Steele Creek side by side and the tax treatment. Here: how the company got to a wind-down, how $5.43 turns into $3.50 to $4.30, what the proxy says about timing, and what the filings do not say.
What holders voted on
The annual meeting on October 6, 2026 had five items. Two decided the company's future. The 8-K reports 980,271 of 1,474,525 shares present, a turnout of 66.5% (our arithmetic).
| Item | For | Against | Abstain | For, as share of 1,474,525 shares (our arithmetic) |
|---|---|---|---|---|
| Plan of sale and dissolution | 939,420 | 6,149 | 34,702 | 63.7% |
| Withdrawal of the BDC election | 943,772 | 7,176 | 29,323 | 64.0% |
| Adjournment, if needed | 947,758 | 12,377 | 20,136 | 64.3% |
The proxy says the plan takes effect on approval by “a majority of all votes entitled to be cast on the matter.” Because the test is against all shares, not shares present, a holder who did not vote counted as a no. That is why the company hired a proxy solicitor (D.F. King, estimated fee about $12,500) and sent reminder letters in September. There are no appraisal rights, so a holder who voted no cannot demand a buyout.
How the company got here: 2023 to 2026
The proxy states the company was formed in December 2015 to raise up to $200 million. It raised $37.5 million of gross proceeds and has sold no shares since June 2023. Through December 31, 2025 it repurchased $14.1 million of stock through tender offers, which is 37.6% of the gross raised (our arithmetic). OFS Advisor, the adviser, says it provided $6.3 million of net unreimbursed support since inception, through March 31, 2026.
| When | What the proxy or 8-K says | Why it matters |
|---|---|---|
| Jul 2023 to Jul 2024 | A placement agent sought institutional investors; “ultimately no shares were sold” and the agreement ended automatically in July 2024 | The company never found a second source of capital |
| Aug 2024, Apr 2025, Jan 2026 | Three reviews of a merger with OFS Capital; its stock traded at about 30% to 57% below NAV | A merger would have pushed that discount onto Hancock Park holders |
| Apr 2025 and Nov 2025 | Two reviews of a merger with OFS Credit; a discount of about 15-20% and leverage of about 1.2x against a 0.5x limit | A structural mismatch: a senior-loan fund against a CLO-equity fund |
| Apr 2025 to Feb 2026 | An unaffiliated adviser identified 14 potential buyers of the portfolio; after outreach in February 2026 it reported no interest | No buyer wanted the portfolio whole, which is why the plan sells assets piece by piece |
| Jan to May 2026 | Management evaluated a wind-down and concluded in late May 2026 that it was the best path | The note maturity and the cost of reporting were the stated drivers |
| Jun 29, 2026 | The $7.5 million Banc of California credit facility was terminated; nothing was outstanding that day | It had held $2,650,000 at December 31, 2025 |
| Jul 22 to 23, 2026 | The note was extended to November 27, 2026 with the coupon cut from 6.50% to 5.50%; the board adopted the plan and ended the continuous offering | The lender consented to asset sales to unaffiliated buyers if proceeds repay the note |
| Aug 10 and 11, 2026 | A $4,000,000 partial redemption of the note was set for August 10; the proxy dated August 19 refers to the “remaining $11.0 million” | That left $11.0 million to repay by November 27 |
| Oct 6, 2026 | Stockholders approved the plan and the BDC withdrawal | The board may now sell assets without another vote |
The proxy's list of reasons is candid about the size problem. It describes “persistent attrition of the Company’s net asset base and a sub-scale fund size.” It also says the board did not weigh the factors against each other.
From $5.43 to $3.50-$4.30: the bridge
Net assets were $8,013,694 at June 30, 2026, or $5.43 on 1,474,525 shares (Form 10-Q, accession 0001661306-26-000068). The board's range, as of the same date, multiplied by the same share count is $5,160,838 to $6,340,458. The difference is $1.67 million to $2.85 million (our arithmetic).
| Step | Per share | Total (our arithmetic) | Source |
|---|---|---|---|
| NAV at June 30, 2026 | $5.43 | $8,013,694 | 10-Q |
| Low end of the board's estimate | $3.50 | $5,160,838 | DEF 14A |
| High end of the board's estimate | $4.30 | $6,340,458 | DEF 14A |
| Gap to the estimate | $1.13 to $1.93 | $1.67 million to $2.85 million | Our arithmetic |
| Disclosed liquidation costs, total, “inclusive of costs already incurred” | $0.20 to $0.28 | $290,000 to $410,000 | DEF 14A |
| Gap that no filing itemizes | About $0.85 to $1.73 | About $1.26 million to $2.56 million | Our arithmetic |
The proxy says the estimate rests on “assumptions regarding portfolio liquidation values and wind down costs as of June 30, 2026.” Its method list includes “estimated transaction discounts” and the illiquidity of the investments. It also warns: “Estimated liquidation value is not the same as fair value, and the Company may realize significantly less than fair value.” It does not give the discount applied to any loan or to the CLO holdings, or the operating expenses assumed during the wind-down.
What the 10-Q does show is how expensive it is to run the company. Operating expenses in the quarter ended June 30, 2026 were $816,020, of which $234,744 was interest. The rest, $581,276, is $0.39 a share for one quarter (our arithmetic). Four quarters at that rate would be $1.58 a share (our arithmetic, an illustration and not a company figure; costs should fall as assets are sold and the note is repaid). It shows why a long wind-down is expensive and why the estimate sits so far under NAV.
OFS Advisor cut its base management fee from 1.25% to 0.75% and waived incentive and capital gains fees until liquidation or dissolution, without the right to recoup them (8-K, July 24, 2026). The proxy adds a caution of its own: the fee is based on assets and continues during the wind-down, so “OFS Advisor may have an incentive to maintain a larger asset base for a longer period, which may not align with stockholder preferences for the timing of distributions.”
Why NAV fell 29% in six months
The estimate is measured against a NAV that was already falling. All per-share figures below come from the 10-Q's financial highlights.
| Date | NAV per share | What the filing shows |
|---|---|---|
| Dec 31, 2024 | $10.21 | Start of the 2025 columns |
| Jun 30, 2025 | $9.64 | A year before the vote |
| Dec 31, 2025 | $7.65 | Net assets $11,519,013 |
| Mar 31, 2026 | $6.63 | A first-quarter fall of $1.02 (our arithmetic) |
| Jun 30, 2026 | $5.43 | Q2: net investment loss $0.09, net realized loss $0.36, net unrealized depreciation $0.69, distributions $0.03 |
Two numbers from the balance sheet explain most of it. Investments were $19,858,407 at fair value against $28,969,386 at cost, or 68.5% (our arithmetic), down from 82.0% at December 31, 2025. The structured finance holdings (CLO-type securities) fell from $5,227,081 to $3,257,083 at fair value over the six months while their cost barely moved, from $8,143,426 to $8,023,128. Cash rose from $493,834 to $3,937,891 while the revolving credit line, $2,650,000 at December 31, went to zero, and liabilities were $16,016,962, mostly the note carried at $14,969,714. Accumulated losses stood at $12,300,068.
What the proxy says about timing and payment
| Question | What the filings say | Source |
|---|---|---|
| When do asset sales finish? | The company “estimates that such sales may be completed within 12 to 24 months” after approval, so October 2027 to October 2028 (our arithmetic) | DEF 14A |
| Who is paid first? | Liabilities, including the remaining $11.0 million note, then a reserve for known and contingent claims; holders get “one or more liquidating distributions” afterwards | DEF 14A |
| Can the company wait on the note? | Management “does not believe the counterparty is interested in extending or refinancing”; the proxy flags a possible default if liquidity falls short | DEF 14A |
| Is there a first-payment date? | No. The proxy says no assurance can be given “as to the timing or amount of any distributions” | DEF 14A |
| What happens to my shares? | The board may move assets to a liquidating trust or convert to a liquidating entity; shares then become interests that are not transferable except by will, intestate succession or operation of law | DEF 14A |
| Will the company keep filing? | It is authorized to file Form 15 “prior to the transfer of the Company’s assets to stockholders, or at such other time as the board of directors deems appropriate”; after that, no 10-Q or 8-K | DEF 14A |
| Can the board stop it? | Yes, before it files the notice of dissolution in Maryland, without another stockholder vote | DEF 14A |
| Tax filing | Form 966 is due within 30 days after the Effective Date; counted from October 6 that is November 5, 2026 (our arithmetic). It is not an EDGAR filing | DEF 14A |
For the tax treatment of a liquidating distribution, see the roundup of BDC liquidation plans. For the other BDC that voted the same month, and the $6.2020 dividend it declared, see Steele Creek Capital's dividend.
Three small facts that change how to read the numbers
The June tender paid more than the next NAV. Hancock Park bought 15,582 shares pro rata plus 95 odd-lot shares at $6.27 each, about $98,298, in the tender that expired June 29, 2026 (Schedule TO final amendment, accession 0001661306-26-000051). The filing says $6.27 “reflects the net asset value per share as of June 27, 2026.” The 10-Q reports $6.63 at March 31 and $5.43 at June 30, and we cannot reconcile $6.27 with either. At $5.43, the 15,677 shares would have cost $85,126 (our arithmetic), so the tender paid about $13,200 more than the June 30 NAV, a cost borne by the holders who stayed. Our tender offer results for the third quarter lists this tender with the others.
The $0.01 payments are not liquidating payments. The 10-Q reports a $0.01 distribution declared July 29, and 8-Ks show the same amount declared August 27 and September 28, all payable October 15, 2026. That is $0.03 a share, or about $44,236 across 1,474,525 shares (our arithmetic). The October 28 declaration of $0.01 is payable January 15, 2027, about $14,745 (our arithmetic). Distributions per share were $0.36 in the first half of 2025 and $0.08 in the first half of 2026.
The offering is closed and the fund is shrinking by choice. The continuous offering was terminated on July 23, 2026, and the 8-K says the company does not expect to make additional portfolio investments other than to fulfill existing commitments. As of August 11, 2026 it had $0.2 million of commitments to fund portfolio companies.
What the filings do not tell you
- The first payment date. The proxy gives a 12 to 24 month sales window but no date or size for the first liquidating distribution.
- How the $3.50 to $4.30 was built. No loan-by-loan haircut, no list of expected sale prices, and no figure for running costs during the wind-down.
- Whether the November 27 note will be repaid on time. The 10-Q says $4,000,000 was called for redemption on August 10, and the proxy then refers to the remaining $11.0 million; we found no filing confirming the payment itself. Whether sales raise the rest by November 27 will show in an 8-K or the September 30 10-Q.
- Whether a liquidating trust will be used. The board may choose one; if it does, the shares stop being transferable.
- Whether the estimate has moved. The estimate is as of June 30, 2026. The company's September 30 NAV has not been published.
Dates to watch
| When | Event | What to check |
|---|---|---|
| Nov 5, 2026 | Thirty days after the October 6 vote, the Form 966 date if counted from the vote (our arithmetic) | A question for the company or a tax adviser; it is not on EDGAR |
| Nov 16, 2026 | Form 10-Q for September 30, 2026 is due if the company is a non-accelerated filer: the 45th day, November 14, is a Saturday (our arithmetic) | The September 30 NAV, the note balance and any new estimate, or a Form 15 instead |
| Nov 27, 2026 | Maturity of the remaining $11.0 million unsecured note | An 8-K on repayment, extension or default |
| Jan 15, 2027 | Payment date of the $0.01 a share distribution declared October 28, 2026 | Whether it was paid and whether more were declared |
| Oct 2027 to Oct 2028 | The 12 to 24 month window for asset sales (our arithmetic) | Sale prices against the $19,858,407 fair value at June 30, 2026 |
What a reader can do with this
This page is analysis of public documents, not investment, legal or tax advice. What the filings let you check:
- Count your shares and your basis. Your transfer agent or custodian has the share count; your own records have the cost. The estimate is per share, so the arithmetic is yours.
- Compare the estimate with your own number, not with NAV. $3.50 to $4.30 is a range the board set as of June 30, 2026, and the proxy says the actual amount could be less.
- Do not plan around a date. The proxy gives none for a first payment, and the shares may stop being transferable if a trust is used.
- Ask the company in writing: when it expects to repay the note, whether it will use a liquidating trust, when it plans to file Form 15, and how it will classify the $0.01 payments for tax.
- Watch EDGAR under CIK 1661306. Hancock Park's last filing at the time of writing was the 8-K of October 29, 2026. After a Form 15 the filings stop and the next documents are letters and tax forms. Our 1099-DIV due-date guide covers the form that reports payments.
- See the wider list. Our non-traded BDC list shows where this company sits among the others.
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All figures are from SEC filings read on November 3, 2026. Hancock Park Corporate Income, Inc. (CIK 1661306): Form 8-K of October 6, 2026 on the annual meeting vote (accession 0001193125-26-415358); Form 8-Ks of June 30, July 24, August 27, September 30 and October 29, 2026 (0001661306-26-000049, 0001661306-26-000058, 0001661306-26-000085, 0001661306-26-000094, 0001661306-26-000096); DEF 14A of August 19, 2026 (0001661306-26-000077); Form 10-Q for the quarter ended June 30, 2026 (0001661306-26-000068); Schedule TO final amendment of July 6, 2026 (0001661306-26-000051). Our arithmetic is labelled in the text and in the data file. This is analysis of public documents, not investment, legal or tax advice.
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