MSDL to Acquire Owl Rock Capital II Assets

TL;DR

MSDL buying ORCC II assets to boost scale and diversification.

AI Summary

Morgan Stanley Direct Lending Fund (MSDL) announced on May 14, 2024, that it has entered into a definitive agreement to acquire the assets of the portfolio companies of Owl Rock Capital Corporation II (ORCC II). The transaction is expected to close in the third quarter of 2024 and will be funded through a combination of cash on hand and potentially new debt. This acquisition is anticipated to enhance MSDL's scale and diversification.

Why It Matters

This acquisition by Morgan Stanley Direct Lending Fund is expected to increase its assets under management and diversify its investment portfolio, potentially leading to improved returns and stability.

Risk Assessment

Risk Level: medium — The acquisition involves integrating new assets and potential financing, which carries inherent execution and market risks.

Key Players & Entities

• Morgan Stanley Direct Lending Fund (company) — Acquiring entity
• Owl Rock Capital Corporation II (company) — Target entity
• May 14, 2024 (date) — Announcement date
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share MSDL The New York Stock Exc
• $350,000,000 — ain closing conditions, agreed to issue $350,000,000 in aggregate principal amount of its 6.

Filing Documents

• tm2414229d3_8k.htm (8-K) — 30KB
• 0001104659-24-062582.txt ( ) — 202KB
• msdlf-20240514.xsd (EX-101.SCH) — 3KB
• msdlf-20240514_lab.xml (EX-101.LAB) — 33KB
• msdlf-20240514_pre.xml (EX-101.PRE) — 22KB
• tm2414229d3_8k_htm.xml (XML) — 4KB

01

Item 8.01. Other Events On May 14, 2024, Morgan Stanley Direct Lending Fund (the "Company") entered into a Purchase Agreement with representatives of the initial purchasers named therein (the "Purchase Agreement") pursuant to which the Company, subject to certain closing conditions, agreed to issue $350,000,000 in aggregate principal amount of its 6.150% notes due 2029 (the "Notes") in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will mature on May 17, 2029 and will accrue interest at a rate of 6.150% per year. The offering is expected to close on May 17, 2024, subject to customary closing conditions. The Company expects to use the net proceeds of this offering to repay indebtedness, make investments in portfolio companies in accordance with its investment objectives and for the general corporate purposes of the Company and its subsidiaries. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates a

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View this 8-K filing on SEC EDGAR