Business Context and Reporting Period
This Form 8-K is filed by Morgan Stanley Direct Lending Fund (the "Company") on August 6, 2025. The report discloses a material event under Item 7.01 (Regulation FD Disclosure) regarding the establishment of pricing terms for a new collateralized loan obligation (CLO) transaction by the Company's direct subsidiary, North Haven Private Credit CLO 1 LLC.
Key Financial Metrics and Transaction Details
The filing details a secured financing transaction structured as a CLO. The Issuer expects to issue approximately $401.2 million in aggregate principal amount of notes. The capital structure is as follows:
- Class A-1 Senior Secured Floating Rate Notes: $182.0 million (SOFR + 1.54%)
- Class A-1 Senior Secured Floating Rate Loans: $50.0 million (SOFR + 1.54%)
- Class A-2 Senior Secured Floating Rate Notes: $16.0 million (SOFR + 1.70%)
- Class B Senior Secured Floating Rate Notes: $24.0 million (SOFR + 1.90%)
- Class C Secured Deferrable Floating Rate Notes: $32.0 million (SOFR + 2.40%)
- Class D Secured Deferrable Floating Rate Notes: $24.0 million (SOFR + 3.55%)
- Subordinated Notes (Retained by Company): Approximately $73.2 million (Due 2125)
The Company will serve as the Collateral Servicer. The transaction is consolidated by the Company and subject to its overall asset coverage requirement under the Investment Company Act of 1940.
Material Changes and Outlook
This filing represents a new financing event rather than a change in historical financial performance. The CLO transaction is anticipated to close on or about September 17, 2025. The filing explicitly states that this disclosure does not constitute an offer to sell or a solicitation of an offer to buy any of the notes.
Investor Verification Checklist
- Verify the final closing date of the CLO transaction (anticipated September 17, 2025).
- Confirm the final allocation of the $401.2 million in notes and the $73.2 million in retained subordinated notes.
- Monitor the impact of this consolidated debt on the Company's asset coverage ratio under the Investment Company Act of 1940.
- Review future filings for the actual issuance of the notes and any changes to the pricing terms (SOFR spreads).