8-K
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) ofthe
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 27, 2025
Morgan Stanley Direct Lending Fund
(Exact name of registrant as specified in itscharter)
| Delaware | 814-01332 | 84-2009506 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification Number) |
| 1585 Broadway<br><br> <br>New York, NY | 10036 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
1 (212) 761-4000
(Registrant’s telephone number, includingarea code)
Not Applicable
(Former Name or Former Address, if changedsince 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> 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 2.02. Results of Operations and Financial Condition.
On February 27, 2025, Morgan Stanley Direct Lending Fund (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2024. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On February 27, 2025, the Board of Directors of the Company declared a regular distribution to stockholders in the amount of $0.50 per share. The distribution will be payable on or around April 25, 2025 to stockholders of record as of March 31, 2025.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” by the Company for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of Morgan Stanley Direct Lending Fund, dated February<br> 27, 2025. |
| 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: February 27, 2025 | MORGAN STANLEY DIRECT LENDING FUND | |
|---|---|---|
| By: | /s/ David Pessah | |
| David Pessah | ||
| Chief Financial Officer |
Exhibit 99.1
Morgan Stanley Direct Lending Fund AnnouncesDecember 31, 2024 Financial Results and Declares First Quarter 2025 Regular Dividend of $0.50 per Share
NEWYORK, NY, February 27, 2025 — Morgan Stanley Direct Lending Fund (NYSE: MSDL) (“MSDL” or the “Company”), a business development company externally managed by MS Capital Partners Adviser Inc. (the “Adviser”), today announced its financial results for the fourth quarter and fiscal year ended December 31, 2024.
QUARTERLY HIGHLIGHTS
| · | Net<br> investment income of $50.7 million, or $0.57 per share, as compared to $58.7 million, or<br> $0.66 per share, for the quarter ended September 30, 2024; |
|---|---|
| · | Net<br> asset value of $20.81 per share, as compared to $20.83 as of September 30, 2024; |
| · | Debt-to-equity<br> was 1.08x as of December 31, 2024, as compared to 0.99x as of September 30, 2024; |
| · | New<br> investment commitments of $188.3 million, fundings of $187.3 million and sales and repayments<br> of $43.6 million, resulting in net funded deployment of $143.7 million; and |
| · | The<br> Company’s Board of Directors (the “Board”) declared a regular dividend<br> of $0.50 per share to shareholders of record as of December 31, 2024 as well as a special<br> dividend, which was previously declared by the Board on January 11, 2024, of $0.10 per<br> share to stockholders of record as of November 4, 2024. |
SELECTED FINANCIAL HIGHLIGHTS
| For the Quarter Ended | |||||
|---|---|---|---|---|---|
| ($ in thousands, except per share information) | December 31,<br> 2024 | September 30,<br> 2024 | |||
| Net investment income<br> per share | $ | 0.57 | $ | 0.66 | |
| Net<br> realized and unrealized gains (losses) per share^1^ | $ | 0.01 | $ | (0.06 | ) |
| Earnings per share | $ | 0.58 | $ | 0.60 | |
| Regular dividend per share | $ | 0.50 | $ | 0.50 | |
| Special dividend per share | $ | 0.10 | $ | 0.10 |
**^1^**Amount shown may not correspond for the period as it includes the effect of the timing of the distribution, shares repurchased and the issuance of common stock.
| As of | ||||
|---|---|---|---|---|
| ($ in thousands, except per share<br> information) | December 31, 2024 | September 30, 2024 | ||
| Investments, at fair value | $ | 3,791,494 | $ | 3,640,324 |
| Total debt outstanding, at principal | $ | 1,983,401 | $ | 1,841,987 |
| Net assets | $ | 1,842,156 | $ | 1,853,722 |
| Net asset value per share | $ | 20.81 | $ | 20.83 |
| Debt to equity | 1.08x | 0.99x | ||
| Net debt to equity | 1.04x | 0.94x |
RESULTS OF OPERATIONS
Total investment income for the quarter ended December 31, 2024 was $103.0 million, compared to $109.8 million for the quarter ended September 30, 2024. The decrease was primarily driven by lower base rates and repayment related income as compared to the prior period.
Total net expenses for the quarter ended December 31, 2024 were $52.3 million, compared to $51.0 million for the quarter ended September 30, 2024. The increase in net expenses quarter over quarter was primarily attributable to higher net management and income based incentive fees incurred.
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Net investment income for the quarter ended December 31, 2024 was $50.7 million, or $0.57 per share, compared to $58.7 million, or $0.66 per share, for the quarter ended September 30, 2024.
For the quarter ended December 31, 2024, net change in unrealized appreciation on investments was $0.9 million.
PORTFOLIO****AND INVESTMENT ACTIVITY
As of December 31, 2024, the Company’s investment portfolio had a fair value of approximately $3.8 billion, comprised of 208 portfolio companies across 33 industries, with an average investment size of $18.2 million, or 0.5% of our total portfolio on a fair value basis. The composition of the Company’s investments was the following:
| December 31, 2024 | September 30, 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Cost | Fair<br> Value | %<br> of Total<br><br> Investments at<br><br> Fair Value | Cost | Fair<br> Value | %<br> of Total<br><br> Investments at<br><br> Fair Value | ||||||||
| First Lien Debt | $ | 3,669,886 | $ | 3,654,538 | 96.5 | % | $ | 3,506,164 | $ | 3,492,302 | 96.0 | % | ||
| Second Lien Debt | 78,803 | 69,367 | 1.8 | 93,422 | 84,074 | 2.3 | ||||||||
| Other Debt Investments | 9,755 | 9,198 | 0.2 | 9,525 | 8,809 | 0.2 | ||||||||
| Equity | 54,683 | 58,391 | 1.5 | 53,507 | 55,139 | 1.5 | ||||||||
| Total | $ | 3,813,127 | $ | 3,791,494 | 100.0 | % | $ | 3,662,618 | $ | 3,640,324 | 100.0 | % |
Investment activity for the year ended December 31, 2024 and for the three months ended December 31, 2024 and September 30, 2024, was as follows:
| Investment<br> Activity: | Year Ended December 31, 2024 | Three<br> Months<br><br> Ended<br><br> December 31,<br><br> 2024 | Three<br> Months<br><br> Ended<br><br> September 30,<br><br> 2024 | |||
|---|---|---|---|---|---|---|
| New<br> investment commitments, at par | $ | 1,549,656 | $ | 188,269 | $ | 455,365 |
| Investment fundings | $ | 1,232,384 | $ | 187,324 | $ | 377,019 |
| Number of new<br> investment commitments in portfolio companies | 60 | 10 | 19 | |||
| Number of portfolio<br> companies exited or fully repaid | 24 | 2 | 11 |
Total weighted average yield of investments in debt securities at amortized cost and fair value was 10.4% and 10.5%, respectively, as of December 31, 2024, compared to 11.0% and 11.0%, respectively, as of September 30, 2024. Floating rate debt investments as a percentage of total portfolio on a fair value basis was 99.6% as of December 31, 2024, unchanged compared to September 30, 2024. As of December 31, 2024, certain investments in two portfolio companies were on non-accrual status, representing approximately 0.2% of total investments at amortized cost.
CAPITAL AND LIQUIDITY
As of December 31, 2024, the Company had total principal debt outstanding of $1,983.4 million, including $316.0 million outstanding in the Company’s BNP funding facility, $617.4 million outstanding in the Company’s Truist credit facility, $275.0 million outstanding in the Company’s senior unsecured notes due September 2025, $425.0 million outstanding in the Company’s senior unsecured notes due February 2027 and $350.0 million outstanding in the Company’s senior unsecured notes due May 2029. The combined weighted average interest rate on debt outstanding was 6.19% for the quarter ended December 31, 2024. As of December 31, 2024, the Company had $964.8 million of availability under its credit facilities and $70.4 million in unrestricted cash. Debt to equity was 1.08x and 0.99x as of December 31, 2024 and September 30, 2024, respectively.
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SHARE REPURCHASES
On January 25, 2024, the Company entered into a share repurchase plan to acquire up to $100 million in the aggregate of the Company’s Common Stock at prices below NAV. For the three months ended December 31, 2024, the Company purchased 494,943 shares at an average price of $20.20 per share.
OTHER DEVELOPMENTS
| · | On<br> February 27, 2025, the Board declared a regular distribution of $0.50 per share, which<br> is payable on April 25, 2025 to shareholders of record as of March 31, 2025. |
|---|---|
| · | On<br> February 27, 2025, the Board authorized an amended and restated share repurchase plan,<br> pursuant to a 10b5-1 program, which has a maximum size of $100 million and a duration of<br> an additional twelve months; the original plan would have expired on March 25, 2025. |
| · | On<br> February 25, 2025, the Company executed an amendment to the Truist Credit Facility,<br> extending the maturity to February 2030, increasing the total commitment to $1.45 billion<br> and lowering the spread to 1.775%. |
CONFERENCE CALL INFORMATION
Morgan Stanley Direct Lending Fund will host a conference call on Friday, February 28, 2025 at 10:00 am ET to review its financial results and conduct a question-and-answer session. All interested parties are invited to participate in the live earnings conference call by using the following dial-in numbers or audio webcast link available on the MSDL Investor Relations website:
| · | Audio<br> Webcast |
|---|---|
| · | Conference<br> Call |
| · | Domestic:<br> 323-994-2093 |
| · | International:<br> 888-254-3590 |
| · | Passcode:<br> 4836455 |
To avoid potential delays, please join at least 10 minutes prior to the start of the earnings call. An archived replay will also be available on the MSDL Investor Relations website.
About Morgan Stanley Direct Lending Fund
Morgan Stanley Direct Lending Fund (NYSE: MSDL) is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. MSDL has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. MSDL is externally managed by MS Capital Partners Adviser Inc., an indirect, wholly owned subsidiary of Morgan Stanley. MSDL is not a subsidiary of or consolidated with Morgan Stanley. For more information about Morgan Stanley Direct Lending Fund, please visit www.msdl.com.
Forward-Looking Statements
Statements included herein or on the webcast/conference call may constitute “forward-looking statements,” which relate to future events or MSDL’s future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results and conditions may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in MSDL’s filings with the U.S. Securities and Exchange Commission. MSDL undertakes no duty to update any forward-looking statements made herein or on the webcast/conference call.
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Contacts
| Investors Sanna Johnson<br><br> msdl@morganstanley.com | Media Alyson Barnes<br><br> 212-762-0514<br><br> alyson.barnes@morganstanley.com |
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Consolidated Statements of Assets and Liabilities
(In thousands,except share and per share amounts)
| December 31,<br> 2023 | |||
| (Audited) | |||
| Assets | |||
| Non-controlled/non-affiliated<br> investments, at fair value (amortized cost of 3,813,127 and 3,226,776) | 3,791,494 | $ | 3,193,561 |
| Cash and cash equivalents (restricted<br> cash of 2,000 and 0) | 72,372 | 69,705 | |
| Deferred financing costs | 16,498 | 14,317 | |
| Interest and dividend receivable from<br> non-controlled/non-affiliated investments | 30,554 | 28,884 | |
| Subscription receivable | — | 41 | |
| Receivable for investments sold | 470 | 173 | |
| Prepaid expenses<br> and other assets | 630 | 53 | |
| Total assets | 3,912,018 | 3,306,734 | |
| Liabilities | |||
| Debt (net of unamortized debt issuance<br> costs of 6,527 and 5,564) | 1,973,479 | 1,496,032 | |
| Payable for investment purchased | 192 | 8 | |
| Payable to affiliates (Note 3) | 29 | 2,870 | |
| Dividends payable | 53,229 | 49,968 | |
| Management fees payable | 7,042 | 2,012 | |
| Income based incentive fees payable | 8,956 | 11,766 | |
| Interest payable | 21,205 | 18,823 | |
| Accrued expenses<br> and other liabilities | 5,730 | 4,104 | |
| Total liabilities | 2,069,862 | 1,585,583 | |
| Commitments and contingencies (Note<br> 7) | |||
| Net assets | |||
| Preferred stock, 0.001 par value (1,000,000<br> shares authorized; no shares issued and outstanding) | — | — | |
| Common stock,<br> par value 0.001 (100,000,000 shares authorized; 88,511,089 and 83,278,831 shares issued and outstanding) | 89 | 83 | |
| Paid-in capital in excess of par value | 1,812,443 | 1,712,609 | |
| Total distributable<br> earnings (loss) | 29,624 | 8,459 | |
| Total net<br> assets | 1,842,156 | $ | 1,721,151 |
| Total liabilities<br> and net assets | 3,912,018 | $ | 3,306,734 |
| Net asset value per share | 20.81 | $ | 20.67 |
All values are in US Dollars.
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Consolidated Statements of Operations (audited)
(In thousands,except share amounts)
| For the Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31,<br> 2024 | December 31,<br> 2023 | December 31,<br> 2022 | |||||||
| Investment Income: | |||||||||
| From non-controlled/non-affiliated investments: | |||||||||
| Interest income | $ | 396,421 | $ | 355,530 | $ | 223,119 | |||
| Payment-in-kind | 10,709 | 4,276 | 1,626 | ||||||
| Dividend income | 2,591 | 2,124 | 1,488 | ||||||
| Other income | 6,354 | 5,808 | 4,360 | ||||||
| Total investment<br> income | 416,075 | 367,738 | 230,593 | ||||||
| Expenses: | |||||||||
| Interest and other financing expenses | 122,928 | 112,883 | 67,182 | ||||||
| Management fees | 35,415 | 30,550 | 26,715 | ||||||
| Income based incentive fees | 43,467 | 42,012 | 26,635 | ||||||
| Capital gains incentive fees | - | - | (2,441 | ) | |||||
| Professional fees | 6,718 | 4,470 | 3,206 | ||||||
| Directors’ fees | 533 | 345 | 362 | ||||||
| Administrative service fees | 216 | 178 | 72 | ||||||
| General and other<br> expenses | 97 | 633 | 510 | ||||||
| Total expenses | 209,374 | 191,071 | 122,241 | ||||||
| Expense support (Note 3) | - | - | 44 | ||||||
| Management fees waiver (Note 3) | (9,936 | ) | (22,913 | ) | (20,036 | ) | |||
| Incentive fees<br> waiver (Note 3) | (6,035 | ) | - | - | |||||
| Net expenses | 193,403 | 168,158 | 102,249 | ||||||
| Net investment<br> income (loss) before taxes | 222,672 | 199,580 | 128,344 | ||||||
| Excise tax expense | 2,437 | 1,519 | 334 | ||||||
| Net investment<br> income (loss) after taxes | 220,235 | 198,061 | 128,010 | ||||||
| Net realized and unrealized gain<br> (loss): | |||||||||
| Net realized gain (loss) on non-controlled/non-affiliated<br> investments | (16,480 | ) | 118 | 537 | |||||
| Foreign currency<br> and other transactions | 13 | - | - | ||||||
| Net realized gain (loss) | (16,467 | ) | 118 | 537 | |||||
| Net change in unrealized appreciation<br> (depreciation): | |||||||||
| Net change in<br> unrealized appreciation (depreciation) on non-controlled/non-affiliated investments | 11,904 | 32,835 | (80,005 | ) | |||||
| Translation of<br> assets and liabilities in foreign currencies | (108 | ) | - | - | |||||
| Net unrealized<br> appreciation (depreciation) | 11,796 | 32,835 | (80,005 | ) | |||||
| Net realized<br> and unrealized gain (loss) | (4,671 | ) | 32,953 | (79,468 | ) | ||||
| Net increase<br> (decrease) in net assets resulting from operations | $ | 215,564 | $ | 231,014 | $ | 48,542 | |||
| Net investment income (loss) per share<br> (basic and diluted) | $ | 2.48 | $ | 2.67 | $ | 2.08 | |||
| Earnings per share (basic and diluted) | $ | 2.43 | $ | 3.11 | $ | 0.79 | |||
| Weighted average shares outstanding | 88,649,149 | 74,239,743 | 61,676,363 |
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