MSD Investment Corp. Files 8-K on Material Agreement

TL;DR

MSD Investment Corp. just filed an 8-K for a material agreement & financial obligation. Big moves ahead?

AI Summary

On December 5, 2025, MSD Investment Corp. filed an 8-K report detailing a material definitive agreement and the creation of a direct financial obligation. The filing also includes other events and financial statements/exhibits. MSD Investment Corp. is incorporated in Maryland and its principal executive offices are located at 550 Madison Ave., 20th Floor, New York, NY 10022.

Why It Matters

This 8-K filing indicates a significant new agreement or financial obligation for MSD Investment Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — An 8-K filing concerning material definitive agreements and financial obligations suggests potential changes or commitments that could carry financial risk.

Key Numbers

• 814-01481 — SEC File Number (Identifies the company's filing history with the SEC.)
• 87-4195402 — IRS Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• MSD Investment Corp. (company) — Registrant
• December 5, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of Incorporation
• 550 Madison Ave., 20th Floor New York , NY 10022 (address) — Address of Principal Executive Offices
• MSD PARTNERS, L.P. (company) — Related entity for business and mail address
• 1 VANDERBILT AVE, 26TH FLOOR (address) — Street 2 for business and mail address
• NEW YORK (city) — City for business and mail address
• NY (state) — State for business and mail address
• 10017-5407 (zip_code) — Zip for business and mail address

FAQ

Key Financial Figures

• $400,000,000 — e Company's issuance, offer and sale of $400,000,000 aggregate principal amount of its 6.125
• $400,000,000 m — al amount of the interest rate swap was $400,000,000 maturing on February 5, 2031, which align

Filing Documents

• ck0001849894-20251205.htm (8-K) — 68KB
• ck0001849894-ex4_2.htm (EX-4.2) — 421KB
• ck0001849894-ex4_4.htm (EX-4.4) — 221KB
• 0001193125-25-309931.txt ( ) — 893KB
• ck0001849894-20251205.xsd (EX-101.SCH) — 24KB
• ck0001849894-20251205_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. 6.125% Notes Due 2031 On December 5, 2025, MSD Investment Corp. (the " Company ") and U.S. Bank Trust Company, National Association (the " Trustee "), entered into a Second Supplemental Indenture (the " Second Supplemental Indenture ") to the Indenture, dated April 2, 2025, between the Company and the Trustee (the " Base Indenture " and, together with the Second Supplemental Indenture, the " Indenture "). The Second Supplemental Indenture relates to the Company's issuance, offer and sale of $400,000,000 aggregate principal amount of its 6.125% notes due 2031 (the " Notes "). The Notes will mature on February 5, 2031, and may be redeemed in whole or in part at the Company's option at any time at the redemption price set forth in the Second Supplemental Indenture. The Notes bear interest at a rate of 6.125% per year payable semiannually on February 5 and August 5 of each year, commencing on August 5, 2026. The Notes are direct unsecured obligations of the Company. The Company expects to use the net proceeds of this offering to repay certain outstanding indebtedness under its debt facilities and for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective. The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, as such obligation may be amended or superseded but giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the " SEC "), and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the I

01. Other Events

Item 8.01. Other Events In connection with the offering of the Notes, the Company entered into an interest rate swap to align the interest rates of its liabilities with the Company's investment portfolio, which predominately consists of floating rate loans. The notional amount of the interest rate swap was $400,000,000 maturing on February 5, 2031, which aligns with the maturity date of the Notes. The Company will receive fixed rate interest semi-annually at 6.125% and pay variable rate interest semi-annually based on 3-month daily compounded SOFR plus 2.715%.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 4.1 Indenture, dated as of April 2, 2025, by and between MSD Investment Corp. 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 (File No. 814-01481), filed on April 2, 2025) 4.2 Second Supplemental Indenture, dated as of December 5, 2025, relating to the 6.125% Notes due 2031, between MSD Investment Corp. and U.S. Bank Trust Company, National Association, as trustee 4.3 Form of 6.125% Notes due 2031 (contained in the Second Supplemental Indenture filed as Exhibit 4.2 hereto) 4.4 Registration Rights Agreement, dated as of December 5, 2025, relating to the 6.125% Notes due 2031 by and among MSD Investment Corp. and J.P. Morgan Securities LLC, Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc. 104 Cover Page Interactive Data File (embedded within Inline XBRL Document)

SIGNATURES

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 thereunto duly authorized. MSD Investment Corp. Dated: December 5, 2025 By: /s/ Brian Williams Name: Brian Williams Title: Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR