Morgan Stanley Direct Lending Fund filed SEC Form 8-K: Creation of a Direct Financial Obligation, Entry into a Material Definitive Agreement

On May 19, 2025, Morgan Stanley Direct Lending Fund (the “Company”) and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture between the Company and the Trustee, dated February 11, 2022 (the “Base Indenture,” and together with the Third Supplemental Indenture, the “Indenture”). The Third Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 6.000% notes due 2030 (the “Notes”).

The Notes will mature on May 19, 2030 and may be redeemed in whole or in part at the Company’s option at any time prior to April 19, 2030 at par value plus a “make-whole” premium calculated in accordance with terms under “optional redemption” in the Indenture and at par value on April 19, 2030 or thereafter. The Notes bear interest at a rate of 6.000% per year payable semi-annually on May 19 and November 19 of each year, commencing on November 19, 2025. 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.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to repurchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form (File (the “Registration Statement”), the preliminary prospectus supplement dated May 12, 2025 and the pricing term sheet filed with the Securities and Exchange Commission on May 12, 2025. The transaction closed on May 19, 2025. The net proceeds to the Company were approximately $342.5 million, after deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds to repay outstanding secured indebtedness under its financing arrangements and for general corporate purposes.

The foregoing descriptions of the Third Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of Third Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

In connection with the issuance of the Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Notes, the Company receives a fixed interest rate of 6.253% per annum and pays a floating interest rate of SOFR + 2.5415% per annum on $350.0 million of the Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.