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): January 17, 2025

Onex Direct Lending BDC Fund

(Exact name of Registrant as specified in its charter)

Delaware

814-01405

86-3687484

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

930 Sylvan Avenue

Englewood Cliffs, NJ

07632

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (201) 541-2121

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 (see General Instruction A.2. below):

☐	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: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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 3.02.

Unregistered Sale of Equity Securities.

On January 2, 2025, the Company sold 151,338 unregistered common shares of beneficial interest, par value $0.001 (the “Common Shares”) (with the final number of Common Shares being determined on January 17, 2025) to investors, including feeder vehicles. The Common Shares were sold in a private placement in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and Regulation S under the Securities Act (the “Private Offering”). The following table details the shares sold:


Date of Unregistered Sale	Amount of Common Shares		Consideration
January 2, 2025 (number of Common Shares finalized on January 17, 2025)		151,338	$	3,539,803

Item 7.01.

Regulation FD Disclosure.

Portfolio and Business Commentary

(All figures as of December 31, 2024, unless otherwise noted)

For the quarter ended December 31, 2024, the Company’s net asset value (“NAV”) per share was $23.39, compared to $23.42 as of September 30, 2024. The quarter-over-quarter change in NAV per share was driven primarily by distribution of prior undistributed earnings. Net realized and unrealized loss on investments was approximately $0.3 million for the three months ended December 31, 2024. The Company’s year-to-date return through December 31, 2024 was 7.79%. The Company’s annualized distribution rate is 11.4% as of December 31, 2024.¹

As of December 31, 2024, the Company’s portfolio was $517.9 million based on fair market value across 50 portfolio companies and 18 industries. The Company’s unfunded commitments was $25.6 million at December 31, 2024. Given our focus on middle market borrowers and our conservative structuring approach, our portfolio remained defensively positioned with 98% first lien debt investments and 99% floating rate debt investments based on fair market value. As of December 31, 2024, there were two investments placed on non-accrual status, unchanged from prior quarter end.

We continue to operate around the low end of our target leverage ratio of 0.9x to 1.0x net debt to equity and remain focused on optimizing our funding sources and liquidity. As of December 31, 2024, the Company’s net leverage ratio was 0.9x². As of December 31, 2024, the Company had remaining facility sizes totaling $131.0 million.³

Since inception and as of December 31, 2024, the Company has closed on 70 portfolio investments totaling over $881 million of commitments at the time of original closing. At the time of original closing for these 70 borrowers, the weighted average senior leverage was approximately 4.5 times, the loan-to-value ratio was approximately 40%, and the weighted average spread over reference rate to the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (“SOFR”), and Canadian Dollar Offered Rate (“CDOR”) was 625 bps. As of December 31, 2024, there were 50 active borrowers, 33 of which are considered platform investments in the portfolio, with total outstanding commitments, including unfunded loan commitments, of approximately $559.7 million.

^1.

The annualized distribution rate is calculated by multiplying the current quarter’s (Q4 2024) regular distribution per share by four and dividing the result by the prior quarter’s (Q3 2024) ending NAV per share. If the calculation was based on the current quarter’s ending NAV per share, the annualized distribution rate would be 11.5% as of December 31, 2024.

^2.	Net leverage ratio is defined as debt outstanding less cash and cash equivalents, divided by net assets.

^3.	Includes borrowing facility sizes of $300.0 million under our SPV facility and $80.0 million under our revolving Onex loan.

The information disclosed under this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 8.01.

Other Events.

Net Asset Value

The net asset value (“NAV”) per share of the Company as of December 31, 2024, as determined in accordance with the Company’s valuation policy, is set forth below.


	NAV per share as of December 31, 2024
Common shares of beneficial interest, par value $0.001	$	23.39

As of December 31, 2024, the Company’s aggregate net asset value was $262.5 million and the fair value of its investment portfolio was $517.9 million.

Status of Offering

The Company has sold Common Shares as part of the Private Offering. The following table lists the Common Shares issued and total consideration for the Private Offering as of the date of this filing. The Company intends to continue selling Common Shares in the Private Offering on a quarterly basis.


	Common Shares Issued		Total Consideration
Common shares of beneficial interest, par value $0.001		11,373,102	$	330.9 million

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.

ONEX DIRECT LENDING BDC FUND

Date: January 22, 2025

/s/ Albert Siu

Albert Siu

Chief Financial Officer and Treasurer

Onex Direct Lending BDC Fund 8-K