Morgan Stanley Direct Lending Fund filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 24, 2025, DLF Financing SPV LLC (“DLF LLC”), a Delaware limited liability company and wholly owned subsidiary of Morgan Stanley Direct Lending Fund (the “Company”), entered into a sixth amendment (the “Sixth Amendment”) to that certain Revolving Credit and Security Agreement, dated as of October 14, 2020 (as amended, restated or otherwise modified from time to time, the “BNP Funding Facility”), by and among DLF LLC, as the borrower, the Company, as the Equityholder and the Servicer, the Lenders party thereto, U.S. Bank Trust Company, National Association, as Collateral Agent, and BNP Paribas, as Administrative Agent (the “Administrative Agent”).
The Sixth Amendment amended certain terms of the BNP Funding Facility to provide for, among other things, (i) a reduction in the applicable margin during the reinvestment period for each applicable reference rate from 2.25% per annum to 1.95% per annum and (ii) a reduction in the applicable margin following the reinvestment period for each applicable reference rate from 2.75% per annum to 2.45% per annum.
Borrowings under the BNP Funding Facility are subject to various covenants under the related agreements as well as the leverage restrictions contained in the Investment Company Act of 1940, as amended.
The description above is only a summary of the material provisions of the Sixth Amendment and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.
| 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 in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number |
Description | |
| 10.1* | Amendment No. 6 to the Revolving Credit and Security Agreement, dated as of September 24, 2025, by and among DLF LLC, as borrower, Morgan Stanley Direct Lending Fund, as the Equityholder and the Servicer, the Lenders party thereto, U.S. Bank Trust Company, National Association, as Collateral Agent, and BNP Paribas, as Administrative Agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request. |
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.
| MORGAN STANLEY DIRECT LENDING FUND | ||||||
| Date: September 29, 2025 | By: | /s/ David Pessah | ||||
| David Pessah | ||||||
| Chief Financial Officer | ||||||