Phillip Street Middle Market Lending Fund LLC 8-K

What Happened
Phillip Street Middle Market Lending Fund LLC announced a capital drawdown and private sale of 1,860,119.048 common units for an aggregate offering price of $37.5 million. The Company delivered the drawdown notice to investors on December 8, 2025, and the sale closed on December 22, 2025. The units were sold under subscription agreements that require investors to fund drawdowns up to their capital commitments on an as‑needed basis with at least ten business days’ prior notice.

Key Details

• 1,860,119.048 common units issued for a total of $37,500,000.
• Drawdown notice delivered December 8, 2025; sale closed December 22, 2025.
• Issuance relied on private placement exemptions (Section 4(a)(2) and Regulation D or Regulation S, as applicable).
• Each purchaser certified they are either an “accredited investor” (Rule 501, Reg D) or, for non‑U.S. sales, not a “U.S. person” under Regulation S, and that units are being acquired for investment (no resale). The Company did not use general solicitation.

Why It Matters
The transaction raises $37.5 million of additional equity capital for the Company through a private placement of limited‑liability company common units. Because the units were issued under private placement exemptions and purchasers made investment‑only representations, these securities are restricted and not registered for public resale, which limits liquidity. The filing does not specify the use of proceeds; investors should note the drawdown mechanism and potential effects on ownership percentages and available capital going forward.