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

On September 17, 2025 (the “Closing Date”), North Haven Private Credit CLO 1 LLC (the “2025 Issuer”), an indirect, wholly owned and consolidated subsidiary of Morgan Stanley Direct Lending Fund (the “Company”), completed a $401.2 million term debt securitization (the “2025 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirement.

On the Closing Date and in connection with the 2025 Debt Securitization, the 2025 Issuer entered into a Purchase and Placement Agreement (the “Purchase and Placement Agreement”) with BNP Paribas Securities Corp. (“BNP Paribas”) and Morgan Stanley & Co. LLC (“MS&Co”), pursuant to which BNP Paribas and MS&Co agreed to purchase certain of the notes to be issued pursuant to an indenture as part of the 2025 Debt Securitization.

The notes offered and the loans incurred by the 2025 Issuer in connection with the 2025 Debt Securitization consist of $50,000,000 in Loans (the Loans”) pursuant to the Credit Agreement (as defined below), which bear interest at a rate of Term SOFR plus 1.54%, and $182,000,000 Senior Secured Floating Rate Notes due 2037, which bear interest at a rate of Term SOFR plus 1.54% (the Notes”, and together with the Loans, the Debt”), $16,000,000 Senior Secured Floating Rate Notes due 2037, which bear interest at a rate of Term SOFR plus 1.70%, (the Notes”, and together with the Notes, the “Class A Notes”, and the Class A Notes together with the Loans, the “Class A Debt”), $24,000,000 Class B Senior Secured Floating Rate Notes due 2037, which bear interest at a rate of Term SOFR plus 1.90%, (the “Class B Notes”), $32,000,000 Class C Secured Deferrable Floating Rate Notes due 2037, which bear interest at a rate of Term SOFR plus 2.40%, (the “Class C Notes”), $24,000,000 Class D Secured Deferrable Floating Rate Notes due 2037, which bear interest at a rate of Term SOFR plus 3.55% (the “Class D Notes” and together with the Class A Notes, the Class B Notes and the Class C Notes the “Secured Notes”, and the “Secured Notes” together with the Loans the “Secured Debt”) and $73,200,000 Subordinated Notes due 2125, which do not bear interest (the “Subordinated Notes”, and together with the Secured Notes, the “Notes”, and the Notes together with the Loans, the “Debt”). The Company will indirectly retain all of the Subordinated Notes.

Under the terms of the loan sale agreement entered into upon the Closing Date (the “Master Loan Sale Agreement”) that provided for the sale of assets on the Closing Date, the Company sold and/or contributed to the 2025 Issuer the remainder of its ownership interest in the portfolio company investments securing the 2025 Debt Securitization and participations for the purchase price and other consideration set forth in the Master Loan Sale Agreement. Following this transfer, the 2025 Issuer, and not the Company, holds all of the ownership interest in such portfolio company investments and participations. The Company made customary representations, warranties and covenants in these loan sale agreements.

The Secured Notes are the secured obligation of the 2025 Issuer, and the indenture governing the Secured Notes includes customary covenants and events of default. The Secured Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.