North Haven Private Income Fund LLC: enters into merger agreement

What happened

• The filing says North Haven Private Income Fund LLC ("PIF") entered into an Agreement and Plan of Merger on Oct 26, 2026 with North Haven Private Income Fund A LLC ("PIF A"), Sky Merger Sub LLC ("Merger Sub") and MS Capital Partners Adviser Inc. ("Adviser").
• Under the Merger Agreement, Merger Sub will merge with and into PIF A (the "First Merger"), and immediately thereafter the surviving company will merge with and into PIF, with PIF continuing as the surviving company. The filing says the boards of directors of PIF and PIF A, including all of their respective independent directors, approved the Merger Agreement.

Key details

• Exchange ratio: at the effective time of the First Merger, each outstanding unit of PIF A (except units owned by PIF A, PIF or their consolidated subsidiaries) will convert into the right to receive a number of Class I units of PIF equal to the Exchange Ratio, calculated by dividing the closing net asset value ("NAV") per unit of PIF A by the closing NAV per unit of PIF.
• Determination date: the parties will calculate NAV per unit as of a Determination Date no earlier than 48 hours (excluding Sundays and holidays) prior to the effective time, using a pre-agreed set of assumptions, methodologies and adjustments.
• Conditions and restrictions: consummation of the Mergers is subject to conditions including absence of certain legal impediments or governmental litigation, accuracy of representations and warranties and compliance with covenants, completion of NAV determinations, and required regulatory approvals, including expiration of the Hart-Scott-Rodino waiting period. PIF A is subject to a no-solicit clause with a customary fiduciary out for a superior proposal. The Merger Agreement includes termination rights and, in specified circumstances, reimbursement of transaction-related expenses.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) describing the Merger Agreement and Item 7.01 (Regulation FD disclosure) furnishing a joint press release and an investor presentation dated Oct 26, 2026. This filing does not show why the insider traded or why the company acted.