MSD Investment Corp.: issues $350,000,000 6.875% notes due 2029

What happened

• MSD Investment Corp. reported that on Oct 15, 2026, it entered into a Fourth Supplemental Indenture with U.S. Bank Trust Company, National Association, relating to the issuance, offer and sale of $350,000,000 aggregate principal amount of its 6.875% notes due 2029 (the "Notes").
• The company also reported that, in connection with the Notes offering, it entered into a Registration Rights Agreement with the representatives of the initial purchasers and entered into an interest rate swap with a $350,000,000 notional amount maturing Oct 15, 2029.

Key details

• The Notes mature on Oct 15, 2029, bear interest at 6.875% per year payable semiannually on Apr 15 and Oct 15, commencing Apr 15, 2027, and are direct unsecured obligations of the company.
• The company expects to use net proceeds to repay certain outstanding indebtedness under its debt facilities and for general corporate purposes, including investing in portfolio companies in accordance with its investment objective.
• The Indenture includes covenants requiring compliance with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940 (subject to SEC exemptive relief) and obligations to provide financial information if the company ceases reporting under the Exchange Act; it also includes a change of control repurchase event requiring the company to offer to purchase the Notes at 100% of principal plus accrued and unpaid interest if a change of control occurs and the Notes are rated below investment grade by Fitch and Moody's.
• The Notes were sold in a private placement under Section 4(a)(2) and may be initially resold to qualified institutional buyers under Rule 144A or to certain non-U.S. persons under Regulation S; under the Registration Rights Agreement the company must file for an exchange offer registration (or use an existing registration statement) and may owe additional interest if it fails to meet the registration timing requirements.
• The interest rate swap provides the company with fixed receipts at 6.875% semiannually and requires payments of variable interest semiannually based on 3-month daily compounded SOFR plus 2.138%.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) covering the Fourth Supplemental Indenture and issuance of the Notes, Item 2.03 (creation of a direct financial obligation) for the Notes, and Item 8.01 (other events) for the interest rate swap aligning the Notes with the company's floating rate portfolio.
• This filing does not show why the insider traded or why the company acted.