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    SEC Form 8-K filed by Morgan Stanley Direct Lending Fund

    4/25/25 4:07:23 PM ET
    $MSDL
    Get the next $MSDL alert in real time by email
    8-K
    false 0001782524 --12-31 0001782524 2025-04-23 2025-04-23
     
     

    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): April 23, 2025

     

     

    Morgan Stanley Direct Lending Fund

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   814-01332   84-2009506

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification Number)

     

    1585 Broadway

    New York, NY

      10036
    (Address of principal executive offices)   (Zip Code)

    1 (212) 761-4000

    (Registrant’s telephone number, including area code)

    Not Applicable

    (Former Name or Former Address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, par value $0.001 per share   MSDL   The New York Stock Exchange

    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 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 5.03.

    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

    On April 23, 2025, the board of directors of Morgan Stanley Direct Lending Fund (the “Company”) adopted and approved the Company’s Second Amended and Restated Bylaws, effective as of such date, in order to remove Section 2.13, Ratification, and Section 3.14, Interested Directors. A copy of the Second Amended and Restated Bylaws is attached to this report as Exhibit 3.1, which is incorporated by reference herein.

     

    Item 9.01.

    Financial Statements and Exhibits

    (d) Exhibits:

     

    3.1    Second Amended and Restated Bylaws of Morgan Stanley Direct Lending Fund
    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: April 25, 2025     MORGAN STANLEY DIRECT LENDING FUND
        By:  

    /s/ Orit Mizrachi

          Orit Mizrachi
          Chief Operating Officer
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