Morgan Stanley Direct Lending Fund 8-K

What Happened
Morgan Stanley Direct Lending Fund (the Company) announced it entered into an underwriting agreement on June 29, 2026 to issue and sell $350,000,000 aggregate principal amount of its 6.100% Notes due 2031. The agreement is among the Company, MS Capital Partners Adviser Inc. (the Adviser), and representatives of the underwriters led by Truist Securities, BNP Paribas Securities Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc. The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Reg. No. 333-283477) and was supplemented by prospectus materials dated June 29, 2026.

Key Details

• Offering size: $350,000,000 aggregate principal amount of notes.
• Interest rate and maturity: 6.100% fixed interest, due 2031.
• Date and documents: Underwriting Agreement dated June 29, 2026; offering made under Form N-2 shelf registration and prospectus supplements (June 29, 2026).
• Agreement terms: Includes customary representations, warranties, covenants, indemnification and contribution provisions among the Company, the Adviser, and the underwriters.

Why It Matters
This filing notifies investors that the Company has raised (or arranged to raise) $350 million of debt capital through a secured note offering, which changes its capital structure and will create fixed interest obligations (6.100% through 2031). For shareholders and potential investors, key considerations include the effect on the Fund’s leverage, interest expense, and liquidity available to support lending activities. The underwriting agreement and shelf registration show the offering was executed through standard public offering procedures.