MSD Investment Corp. 8-K

What Happened
MSD Investment Corp. announced on June 12, 2026 that it entered into a Third Supplemental Indenture and sold $300,000,000 aggregate principal of 6.375% notes due June 12, 2029 in a private placement. The Notes are direct, unsecured obligations of the company, pay interest semiannually on June 12 and December 12 (first payment Dec 12, 2026), are redeemable at the company’s option, and the transaction closed June 12, 2026. MSD also entered into a registration rights agreement requiring it to file a registration statement to permit an exchange offer for registered notes within 365 days, and it entered into a matching interest-rate swap (notional $300M, matures June 12, 2029) that receives fixed 6.375% and pays 3-month daily compounded SOFR + 2.3525%.

Key Details

• Offering size and terms: $300,000,000 aggregate principal of 6.375% notes due June 12, 2029; interest paid semiannually; notes sold in a private placement (Rule 144A / Reg S).
• Use of proceeds: expected to repay certain outstanding indebtedness under its debt facilities and for general corporate purposes, including investing in portfolio companies.
• Covenants and protections: Indenture includes covenants tied to Investment Company Act compliance and requires certain financial disclosures if MSD stops reporting under the Exchange Act; a change-of-control repurchase is triggered if a change of control occurs and the notes are downgraded below investment grade by both Fitch and Moody’s (repurchase at 100% of principal + accrued interest).
• Hedging: entered into a $300M interest-rate swap (matures with the notes) that receives fixed 6.375% and pays floating SOFR + 2.3525% to align liability cash flows with its predominantly floating-rate investment portfolio.

Why It Matters
This filing shows MSD raising $300M of unsecured debt to refinance existing borrowings and fund investments. The registration rights mean the company expects to register the notes for resale within a year or pay additional interest if it fails to do so. The interest-rate swap is intended to offset the fixed-rate cost of the new notes so MSD’s net interest exposure better matches its floating-rate assets—important for how interest expense will move with market rates. Investors should note the notes are unsecured, were sold in a private placement (not registered), and include customary covenants and a change-of-control repurchase feature.