SEC Form 8-K filed by Morgan Stanley Direct Lending Fund
$MSDL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2025
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8-K
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
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Item 1.01. |
Entry into a Material Definitive Agreement |
On May 12, 2025, Morgan Stanley Direct Lending Fund (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, MS Capital Partners Adviser Inc. (the “Adviser”), and SMBC Nikko Securities America, Inc., BNP Paribas Securities Corp., RBC Capital Markets, LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters, in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Company’s 6.000% Notes due 2030 (the “Offering”).
The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and the Adviser. It also provides for customary indemnification by each of the Company, the Adviser, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Offering was made pursuant to the Company’s effective shelf registration statement on
Form N-2
(Registration No. 333-283477)
previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement, a term sheet and a final prospectus supplement, each dated May 12, 2025. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 99.1 and which is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated May 12, 2025, by and among Morgan Stanley Direct Lending Fund, MS Capital Partners Adviser Inc., and SMBC Nikko Securities America, Inc., BNP Paribas Securities Corp., RBC Capital Markets, LLC, Truist Securities Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters. | |
| 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 13, 2025 | MORGAN STANLEY DIRECT LENDING FUND | |||||
| By: | /s/ David Pessah | |||||
| David Pessah | ||||||
Chief Financial Officer | ||||||