MSDL Enters Material Definitive Agreement

TL;DR

MSDL just signed a big deal, expect new financial obligations.

AI Summary

Morgan Stanley Direct Lending Fund (MSDL) entered into a material definitive agreement on May 17, 2024. This agreement involves the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Morgan Stanley Direct Lending Fund, which could impact its future financial obligations and operations.

Risk Assessment

Risk Level: medium — The creation of a material definitive agreement and potential new financial obligations introduces a medium level of risk due to the unknown specifics and potential impact on the fund's financial health.

Key Players & Entities

• Morgan Stanley Direct Lending Fund (company) — Registrant
• May 17, 2024 (date) — Date of earliest event reported

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 — ") related to the Company's issuance of $350,000,000 in aggregate principal amount of its 6.
• $342.4 m — ceeds to the Company were approximately $342.4 million, after deducting the initial purc

Filing Documents

• tm2414877d1_8k.htm (8-K) — 37KB
• tm2414877d1_ex4-2.htm (EX-4.2) — 257KB
• tm2414877d1_ex4-4.htm (EX-4.4) — 122KB
• 0001104659-24-063093.txt ( ) — 664KB
• msdlf-20240517.xsd (EX-101.SCH) — 3KB
• msdlf-20240517_lab.xml (EX-101.LAB) — 33KB
• msdlf-20240517_pre.xml (EX-101.PRE) — 22KB
• tm2414877d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Notes Offering On May 17, 2024, Morgan Stanley Direct Lending Fund (the "Company") and U.S. Bank Trust Company, National Association (the "Trustee") entered into a Second Supplemental Indenture (the "Second Supplemental Indenture" and, together with the Base Indenture (as defined herein), the "Indenture") related to the Company's issuance of $350,000,000 in aggregate principal amount of its 6.150% notes due 2029 (the "Notes"), which supplements a base indenture, dated as of February 11, 2022 (as may be further amended, supplemented or otherwise modified from time to time, the "Base Indenture"). The Notes will mature on May 17, 2029 and may be redeemed in whole or in part at the Company's option at any time prior to April 17, 2029 at par value plus a "make-whole" premium calculated in accordance with the terms under "optional redemption" in the Indenture and at par value on April 17, 2029 or thereafter. The Notes bear interest at a rate of 6.150% per year payable semi-annually on May 17 and November 17 of each year, commencing on November 17, 2024. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities. The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Form 8-K under the caption "Notes Offering" is incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. EXHIBIT NUMBER DESCRIPTION 4.1 Indenture, dated as of February 11, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed by the Company on February 11, 2022 (File No. 814-01332)). 4.2 Second Supplemental Indenture, dated as of May 17, 2024, relating to the 6.150% Notes due 2029, by and between the Company and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of 6.150% Notes due 2029 (incorporated by reference to Exhibit 4.2 hereto). 4.4 Registration Rights Agreement, dated as of May 17, 2024, relating to the 6.150% Notes due 2029, by and among the Company and Truist Securities, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. Dated: May 17, 2024 MORGAN STANLEY DIRECT LENDING FUND By: /s/ Orit Mizrachi Orit Mizrachi Chief Operating Officer

View Full Filing

View this 8-K filing on SEC EDGAR