MSDL Morgan Stanley Direct Lending Fund

 

 

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): November 7, 2024

 

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. ☐

 

 

 

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Item 2.02. Results of Operations and Financial Condition.

On November 7, 2024, Morgan Stanley Direct Lending Fund (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 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 November 4, 2024, 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 January 24, 2025 to stockholders of record as of December 31, 2024.

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 November 7, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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: November 7, 2024				MORGAN STANLEY DIRECT LENDING FUND
				By:		/s/ David Pessah
						David Pessah
						Chief Financial Officer

Exhibit 99.1

Morgan Stanley Direct Lending Fund Announces September 30, 2024 Financial Results and Declares Fourth Quarter 2024 Regular Dividend of $0.50 per Share

NEW YORK, NY, November 7, 2024 — 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 third quarter ended September 30, 2024.

QUARTERLY HIGHLIGHTS

 

•

Net investment income of $58.7 million, or $0.66 per share, as compared to $56.1 million, or $0.63 per share, for the quarter ended June 30, 2024;

 

•

Net asset value of $20.83 per share, flat as compared to June 30, 2024;

 

•

Debt-to-equity was 0.99x as of September 30, 2024, as compared to 0.90x as of June 30, 2024;

 

•

New investment commitments of $455.4 million, fundings of $377.0 million and sales and repayments of $252.9 million, resulting in net funded deployment of $124.1 million; and

 

•

The Company’s Board of Directors (the “Board”) declared a regular dividend of $0.50 per share to shareholders of record as of September 30, 2024 as well as a special dividend, which was previously declared by the Board on January 11, 2024, of $0.10 per share to stockholders of record as of August 5, 2024.

SELECTED FINANCIAL HIGHLIGHTS

 

		For the Quarter Ended
		September 30, 2024				June 30, 2024
Net investment income per share		$	0.66			$	0.63
Net realized and unrealized gains (losses) per share1			(0.06	)			0.03
Earnings per share			0.60				0.66
Regular dividend per share			0.50				0.50
Special dividend per share			0.10				—

 

1	Amount shown may not correspond for the period as it includes the effect of the timing of the distribution and the issuance of common stock.

		As of
($ in thousands, except per share information)		September 30, 2024				June 30, 2024
Investments, at fair value		$	3,640,324			$	3,514,286
Total debt outstanding, at principal			1,841,987				1,675,474
Net assets			1,853,722				1,861,961
Net asset value per share			20.83				20.83
Debt to equity			0.99x				0.90x
Net debt to equity			0.94x				0.85x

RESULTS OF OPERATIONS

Total investment income for the third quarter ended September 30, 2024 was $109.8 million, compared to $104.2 million for the second quarter ended June 30, 2024. The increase was driven by deployment of capital and repayment related income.

Total expenses for the quarter ended September 30, 2024 were $51.0 million, compared to $48.1 million for the quarter ended June 30, 2024. The increase in expenses quarter over quarter was attributable to higher interest and other financing expenses driven by an increase in weighted average debt outstanding.

 

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Net investment income for the quarter ended September 30, 2024 was $58.7 million, or $0.66 per share, compared to $56.1 million, or $0.63 per share, for the quarter ended June 30, 2024.

For the quarter ended September 30, 2024, net change in unrealized appreciation on investments was $5.4 million, offset by realized losses of $11.0 million.

PORTFOLIO AND INVESTMENT ACTIVITY

As of September 30, 2024, the Company’s investment portfolio had a fair value of approximately $3.6 billion, comprised of 200 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:

 

		September 30, 2024												June 30, 2024
($ in thousands)		Cost				Fair Value				% of Total Investments at Fair Value				Cost				Fair Value				% of Total Investments at Fair Value
First Lien Debt		$	3,506,164			$	3,492,302				96.0	%		$	3,356,586			$	3,345,743				95.3	%
Second Lien Debt			93,422				84,074				2.3				122,416				103,144				2.9
Other Debt Investments			9,525				8,809				0.2				9,289				8,467				0.2
Equity			53,507				55,139				1.5				53,735				56,932				1.6
Total		$	3,662,618			$	3,640,324				100.0	%		$	3,542,035			$	3,514,286				100.0	%

Investment activity for the three months ended September 30, 2024 and June 30, 2024, was as follows:

 

Investment Activity:		September 30, 2024				June 30, 2024
New investment commitments, at par		$	455,365			$	673,902
Investment fundings		$	377,019			$	499,684
Number of new Investment commitments in portfolio companies			19				22
Number of portfolio companies exited or fully repaid			11				8

Total weighted average yield of investments in debt securities at amortized cost and fair value was 11.0% and 11.0%, respectively, as of September 30, 2024, compared to 11.6% and 11.7%, respectively, as of June 30, 2024. Floating rate debt investments as a percentage of total portfolio on a fair value basis was 99.6% as of September 30, 2024, unchanged compared to June 30, 2024. As of September 30, 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 September 30, 2024, the Company had total principal debt outstanding of $1,842.0 million, including $246.0 million outstanding in the Company’s BNP funding facility, $546.0 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. Additionally, on August 21, 2024, the Company executed an amendment to the BNP Funding Facility, which extended the maturity from September 2028 to August 2029 and reduced the applicable margin on borrowings from 2.85% to 2.25%. The combined weighted average interest rate on debt outstanding was 6.45% for the quarter ended September 30, 2024. As of September 30, 2024, the Company had $1,102.7 million of availability under its credit facilities and $88.4 million in unrestricted cash. Debt to equity was 0.99x and 0.90x as of September 30, 2024 and June 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 September 30, 2024, the Company purchased 429,653 shares at an average price of $20.06 per share.

OTHER DEVELOPMENTS

 

•

On November 4, 2024, the Board declared a regular distribution of $0.50 per share, which is payable on January 24, 2025 to shareholders of record as of December 31, 2024.

 

•

The Board previously declared a $0.10 per share special dividend to shareholders of record as of November 4, 2024, which is payable on January 24, 2025.

CONFERENCE CALL INFORMATION

Morgan Stanley Direct Lending Fund will host a conference call on Friday, November 8, 2024 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 Webcast

 

•

Conference Call

 

•

Domestic: 323-994-2093

 

•

International: 888-394-8218

 

•

Passcode: 1797706

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

Michael Occi

msdl@morganstanley.com

Media

Alyson Barnes

212-762-0514

alyson.barnes@morganstanley.com

 

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Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share amounts)

 

		As of
		September 30, 2024				December 31, 2023
		(Unaudited)				(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $3,662,618 and $3,226,776)		$	3,640,324			$	3,193,561
Cash and cash equivalents (restricted cash of $2,000 and $0)			90,428				69,705
Deferred financing costs			17,499				14,317
Interest and dividend receivable from non-controlled/non-affiliated investments			31,793				28,884
Subscription receivable			—				41
Receivable for investments sold			1,869				173
Prepaid expenses and other assets			11,455				53
Total assets			3,793,368				3,306,734
Liabilities
Debt (net of unamortized debt issuance costs of $7,420 and $5,564)			1,841,565				1,496,032
Payable for investment purchased			7,101				8
Payable to affiliates (Note 3)			173				2,870
Dividends payable			53,527				49,968
Management fees payable			6,825				2,012
Income based incentive fees payable			8,448				11,766
Interest payable			16,824				18,823
Accrued expenses and other liabilities			5,713				4,104
Total liabilities			1,939,646				1,585,583
Commitments and contingencies (Note 7)
Net assets
Preferred stock, $0.001 par value (1,000,000 shares authorized; no shares issued and outstanding)			—				—
Common stock, par value $0.001 (100,000,000 shares authorized; 89,008,972 and 83,278,831 shares issued and outstanding)			89				83
Paid-in capital in excess of par value			1,823,833				1,712,609
Total distributable earnings (loss)			29,800				8,459
Total net assets		$	1,853,722			$	1,721,151
Total liabilities and net assets		$	3,793,368			$	3,306,734
Net asset value per share		$	20.83			$	20.67

 

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Consolidated Statements of Operations (unaudited)

(In thousands, except share amounts)

 

		For the Three Months Ended								For the Nine Months Ended
		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Investment Income:
From non-controlled/non-affiliated investments:
Interest income		$	105,129			$	90,977			$	298,832			$	259,267
Payment-in-kind			2,150				1,141				7,644				2,204
Dividend income			670				564				1,881				1,564
Other income			1,803				1,769				4,684				3,949
Total investment income			109,752				94,451				313,041				266,984
Expenses:
Interest and other financing expenses			33,153				29,686				89,715				84,260
Management fees			9,100				7,754				25,969				22,503
Income based incentive fees			10,128				10,727				33,018				30,246
Professional fees			1,708				1,296				4,612				3,385
Directors’ fees			130				85				404				253
Administrative service fees			138				27				180				141
General and other expenses			120				118				279				483
Total expenses			54,477				49,693				154,177				141,271
Management fees waiver (Note 3)			(2,275	)			(5,816	)			(7,532	)			(16,878	)
Incentive fees waiver (Note 3)			(1,680	)			—				(4,542	)			—
Net expenses			50,522				43,877				142,103				124,393
Net investment income (loss) before taxes			59,230				50,574				170,938				142,591
Excise tax expense			501				—				1,437				—
Net investment income (loss) after taxes			58,729				50,574				169,501				142,591
Net realized and unrealized gain (loss):
Net realized gain (loss) on non-controlled/non-affiliated investments			(10,965	)			5				(16,482	)			127
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments			5,442				22,829				10,916				30,909
Net realized and unrealized gain (loss)			(5,523	)			22,834				(5,566	)			31,036
Net increase (decrease) in net assets resulting from operations		$	59,045			$	73,408			$	163,935			$	173,627
Net investment income (loss) per share (basic and diluted)		$	0.66			$	0.70			$	1.91			$	2.00
Earnings per share (basic and diluted)		$	0.60			$	1.02			$	1.85			$	2.43
Weighted average shares outstanding			89,264,686				71,874,113				88,633,994				71,361,910

 

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v3.24.3

Document and Entity Information	Nov. 07, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001782524
Document Type	8-K
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	Morgan Stanley Direct Lending Fund
Entity Incorporation State Country Code	DE
Entity File Number	814-01332
Entity Tax Identification Number	84-2009506
Entity Address, Address Line One	1585 Broadway
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	1 (212)
Local Phone Number	761-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	MSDL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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