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Morgan Stanley Direct Lending Fund(MSDL) - 2023 Q4 - Annual Results
2024-03-01 11:06
Exhibit 99.1 Morgan Stanley Direct Lending Fund Announces December 31, 2023 Financial Results and Declares First Quarter 2024 Dividend of $0.50 per Share NEW YORK, NY, March 1, 2024 — Morgan Stanley Direct Lending Fund (NYSE: MSDL) ("MSDL" or the "Company"), a business development company externally managed by MS Capital Partners Adviser Inc. (the "Adviser"), today announced its financial results for the fourth quarter and fiscal year ended December 31, 2023. "MSDL generated record performance to complete 2 ...
Morgan Stanley Direct Lending Fund(MSDL) - 2023 Q4 - Annual Report
2024-03-01 01:10
[Part I](index=7&type=section&id=Part%20I) [Business Overview](index=7&type=section&id=Item%201.%20Business) MSDL is a BDC and RIC focused on senior secured loans to U.S. middle-market companies - The company is a BDC and RIC focused on lending to U.S. middle-market companies, defined as those with annual EBITDA of approximately **$15 million to $200 million**[15](index=15&type=chunk)[16](index=16&type=chunk) - The investment strategy primarily targets directly originated senior secured term loans (first and second lien) in sponsor-backed companies, with a focus on **non-cyclical industries** and long-term credit performance[17](index=17&type=chunk)[32](index=32&type=chunk)[34](index=34&type=chunk) - On January 26, 2024, the company closed its Initial Public Offering (IPO), issuing **5,000,000 shares** at $20.67 per share and trades on the NYSE under the symbol "MSDL"[22](index=22&type=chunk) - The company is externally managed by MS Capital Partners Adviser Inc, an indirect subsidiary of Morgan Stanley, which managed approximately **$18.5 billion** in committed capital as of January 1, 2024[15](index=15&type=chunk)[26](index=26&type=chunk) [Investment Portfolio](index=21&type=section&id=Investment%20Portfolio) The portfolio is heavily concentrated in senior secured debt to US middle-market companies across diverse industries Portfolio Composition as of December 31, 2023 | Investment Type | Fair Value (in thousands) | % of Total Fair Value | | :--- | :--- | :--- | | First Lien Debt | $3,004,544 | 94.1% | | Second Lien Debt | $132,415 | 4.1% | | Other Investments | $56,602 | 1.8% | | **Total** | **$3,193,561** | **100.0%** | Key Portfolio Statistics (as of Dec 31, 2023 vs Dec 31, 2022) | Metric | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Number of portfolio companies | 172 | 150 | | Weighted avg. yield on debt (at cost) | 12.0% | 10.9% | | % of floating rate debt (at fair value) | 99.9% | 100% | | % of portfolio on non-accrual (at cost) | 0.6% | 0.1% | | % of debt investments with financial covenants | 74.6% | 78.0% | - The top three industries by fair value as of December 31, 2023 were **Insurance Services (14.9%)**, **Software (14.2%)**, and **Commercial Services & Supplies (9.6%)**[83](index=83&type=chunk) - Geographically, **96.0% of the portfolio** at fair value was invested in the United States as of December 31, 2023[84](index=84&type=chunk) [Investment Advisory and Administration Agreements](index=23&type=section&id=Investment%20Advisory%20and%20Administration%20Agreements) The company operates under an advisory agreement with fee waivers and a separate administration agreement - An Amended and Restated Investment Advisory Agreement was entered on January 24, 2024, with the Adviser agreeing to waive the base management fee in excess of **0.75%** and the incentive fee in excess of **15%** for one year[24](index=24&type=chunk)[95](index=95&type=chunk)[105](index=105&type=chunk) - The base management fee is **1.0% of average gross assets** (excluding cash)[95](index=95&type=chunk) - The incentive fee has two parts: an income-based fee subject to a **1.5% quarterly hurdle rate** and a cumulative three-year lookback, and a capital gains fee[97](index=97&type=chunk)[101](index=101&type=chunk)[103](index=103&type=chunk) - The capital gains incentive fee is **17.5%** of cumulative realized capital gains over cumulative realized losses and unrealized depreciation[110](index=110&type=chunk) - The Administrator, an affiliate of Morgan Stanley, provides administrative services, and the Company reimburses it for the allocable portion of expenses, including the cost of the **CFO and CCO**[30](index=30&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) [Regulation](index=39&type=section&id=Regulation) The company is subject to BDC, RIC, and BHCA regulations governing its investments, leverage, and distributions - As a BDC, the company must invest at least **70% of its assets** in "qualifying assets," primarily securities of U.S. private or small public companies[142](index=142&type=chunk) - The company is subject to a minimum asset coverage ratio of **150%**, allowing it to incur debt and issue senior securities up to two times its net asset value[149](index=149&type=chunk) - Due to its affiliation with Morgan Stanley, a Bank Holding Company (BHC), the company is subject to certain provisions of the **Bank Holding Company Act (BHCA)** and the **Volcker Rule**, which may limit its activities[164](index=164&type=chunk)[168](index=168&type=chunk)[170](index=170&type=chunk) - To maintain its RIC status for tax purposes, the company must distribute at least **90% of its investment company taxable income** annually[180](index=180&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from its BDC structure, investment portfolio, market fluctuations, and adviser relationship - **Business & Structure Risks:** Dependence on the Adviser, significant potential conflicts of interest with Morgan Stanley affiliates, and operating in a highly competitive market for investment opportunities[215](index=215&type=chunk)[224](index=224&type=chunk)[245](index=245&type=chunk) - **Investment Risks:** The majority of investments are in illiquid, non-rated, below-investment-grade debt, which carries a higher risk of default, and approximately **24% of the portfolio was in "covenant-lite" loans** as of Dec 31, 2023[301](index=301&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk) - **Leverage & Interest Rate Risks:** The use of leverage magnifies potential gains and losses, and changes in interest rates affect net investment income as most assets and liabilities are floating-rate[209](index=209&type=chunk)[256](index=256&type=chunk) - **Market & Stock Risks:** The market price of the company's common stock may be volatile and trade at a discount to its net asset value (NAV), and distributions may not be sustained[346](index=346&type=chunk)[349](index=349&type=chunk) - **General Risks:** The company is exposed to cybersecurity threats, potential litigation, and the impact of economic uncertainty, geopolitical events, and regulatory changes[389](index=389&type=chunk)[393](index=393&type=chunk)[402](index=402&type=chunk) [Cybersecurity](index=105&type=section&id=Item%201C.%20Cybersecurity) Cybersecurity risk is managed through Morgan Stanley's enterprise-level program with no material threats identified in 2023 - The company relies on **Morgan Stanley's enterprise-level Cybersecurity Program** to manage its cybersecurity risks, including threat intelligence, incident response, and third-party vendor risk management[427](index=427&type=chunk)[428](index=428&type=chunk)[430](index=430&type=chunk) - Governance includes oversight from the company's Board, its CCO, and experienced senior officers at Morgan Stanley, including a **CIO and CISO**[433](index=433&type=chunk)[435](index=435&type=chunk)[437](index=437&type=chunk) - During the fiscal year ended December 31, 2023, the company **did not identify any cybersecurity risks or incidents** that it believes have materially affected or are reasonably likely to materially affect its business[438](index=438&type=chunk) [Part II](index=108&type=section&id=Part%20II) [Market for Common Equity and Distributions](index=108&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, with plans for quarterly distributions, a DRIP, and a share repurchase program - The company's common stock began trading on the NYSE on January 24, 2024, under the symbol **"MSDL"**[442](index=442&type=chunk) Distributions Declared (Year Ended Dec 31, 2023) | Date Declared | Per Share Amount | Total Amount (in thousands) | | :--- | :--- | :--- | | March 28, 2023 | $0.50 | $35,377 | | June 27, 2023 | $0.57 | $40,735 | | September 26, 2023 | $0.60 | $43,211 | | December 28, 2023 | $0.60 | $49,968 | | **Total** | **$2.27** | **$169,291** | - Effective January 26, 2024, the company adopted an **"opt-out" Dividend Reinvestment Plan (DRIP)**, automatically reinvesting distributions unless a stockholder elects to receive cash[448](index=448&type=chunk)[498](index=498&type=chunk) - A share repurchase plan of up to **$100 million** was approved to buy back common stock at prices below NAV, set to commence on March 26, 2024[88](index=88&type=chunk)[351](index=351&type=chunk)[506](index=506&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=112&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2023 saw higher investment income and a significant increase in net assets, driven by portfolio growth and market gains [Results of Operations](index=117&type=section&id=Results%20of%20Operations) Operations in 2023 saw significantly higher investment income and a positive shift in unrealized gains Consolidated Results of Operations (in thousands) | | For the Year Ended Dec 31, 2023 | For the Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | Total investment income | $367,738 | $230,593 | | Net expenses | $168,158 | $102,249 | | Net investment income | $199,580 | $128,344 | | Net change in unrealized appreciation (depreciation) | $32,835 | $(80,005) | | **Net increase in net assets from operations** | **$231,014** | **$48,542** | - The increase in total investment income was primarily driven by the deployment of capital into a larger portfolio and the impact of **rising SOFR rates** on floating-rate debt investments[481](index=481&type=chunk) - The increase in expenses was mainly due to higher interest and financing expenses, which rose to **$112.9 million in 2023** from $67.2 million in 2022, a result of higher average borrowings and increased reference rates[484](index=484&type=chunk) - The significant swing from net unrealized depreciation of $80.0 million in 2022 to net unrealized appreciation of **$32.8 million in 2023** was primarily due to changes in credit spreads[489](index=489&type=chunk) [Liquidity and Capital Resources](index=119&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity through credit facilities and has a strong asset coverage ratio - As of December 31, 2023, the company had **$69.7 million in cash** and approximately **$917.5 million of combined availability** under its credit facilities, sufficient to meet its $295.0 million in unfunded commitments[492](index=492&type=chunk)[721](index=721&type=chunk) Debt Obligations as of December 31, 2023 (in thousands) | Facility | Aggregate Committed | Outstanding Principal | | :--- | :--- | :--- | | BNP Funding Facility | $600,000 | $282,000 | | Truist Credit Facility | $1,120,000 | $520,263 | | 2027 Notes (4.50%) | $425,000 | $425,000 | | 2025 Notes (7.55%) | $275,000 | $275,000 | | **Total** | **$2,420,000** | **$1,502,263** | - In October 2023, the company made its final capital call of **$220.2 million**, fully funding all capital commitments from its private placement investors[493](index=493&type=chunk) - The company's asset coverage ratio improved to **214.6%** as of December 31, 2023, from 191.2% a year prior, remaining well above the 150% regulatory requirement[86](index=86&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=122&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate sensitivity, with additional exposure to valuation and broader economic risks - The company's primary market risk is interest rate risk, as **99.9% of its debt portfolio** carried a floating interest rate as of December 31, 2023[514](index=514&type=chunk)[515](index=515&type=chunk) Annualized Impact of Hypothetical Interest Rate Changes on Net Income (as of Dec 31, 2023) | Basis Point Change | Net Income Impact (in thousands) | | :--- | :--- | | +300 bps | $71,968 | | +200 bps | $47,979 | | +100 bps | $23,989 | | -100 bps | $(23,989) | | -200 bps | $(47,979) | | -300 bps | $(71,968) | - The company faces valuation risk as most of its investments are illiquid and valued in good faith using **unobservable (Level 3) inputs**, which requires significant judgment[512](index=512&type=chunk) [Consolidated Financial Statements and Supplementary Data](index=124&type=section&id=Item%208.%20Consolidated%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited financial statements for FY2023, showing a 16.40% total return and a NAV per share of $20.67 Financial Highlights (Per Share) | Per Share Data | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Net asset value, beginning of period | $19.81 | $20.91 | | Net investment income (loss) | $2.67 | $2.08 | | Net increase (decrease) in net assets | $3.13 | $0.82 | | Dividends declared | $(2.27) | $(1.92) | | **Net asset value, end of period** | **$20.67** | **$19.81** | Key Ratios and Supplemental Data | Ratio/Data | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total return based on net asset value | 16.40% | 3.99% | | Ratio of net expenses to average net assets | 11.14% | 7.99% | | Asset coverage ratio | 214.57% | 191.19% | | Portfolio turnover rate | 11.98% | 14.87% | - The independent auditor, Deloitte & Touche LLP, issued an **unqualified opinion** on the consolidated financial statements and financial highlights[521](index=521&type=chunk) [Controls and Procedures](index=196&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective as of year-end 2023 - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2023[750](index=750&type=chunk) - Management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2023, based on the 2013 COSO framework[754](index=754&type=chunk) - **No material changes** were made to the company's internal control over financial reporting during the fourth quarter of 2023[756](index=756&type=chunk) [Part III](index=196&type=section&id=Part%20III) [Directors, Executive Compensation, and Corporate Governance](index=196&type=section&id=Items%2010-14) Key governance and compensation details are incorporated by reference from the company's forthcoming 2024 Proxy Statement - Information regarding directors, executive officers, corporate governance, executive compensation, security ownership, and principal accountant fees is **incorporated by reference** from the forthcoming 2024 Proxy Statement[759](index=759&type=chunk)[761](index=761&type=chunk)[762](index=762&type=chunk) [Part IV](index=198&type=section&id=Part%20IV) [Exhibits and Financial Statement Schedules](index=198&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the report, including key corporate and operational agreements - The financial statements are included in Item 8 of the report, and **no separate financial statement schedules are filed**[766](index=766&type=chunk)[767](index=767&type=chunk) - The exhibits include key corporate and operational documents, such as the **Amended and Restated Investment Advisory Agreement**, Administration Agreement, and agreements governing the company's various debt facilities[769](index=769&type=chunk)
Morgan Stanley Direct Lending Fund(MSDL) - 2023 Q3 - Quarterly Report
2023-11-02 20:39
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________________________________________________________________________________________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number 814-01332 Morgan Stanley Direct Lending Fund For the Quarterly Period Ended September 30, 2023 OR TRANSITION REPORT PURSUANT TO SECTION ...
Morgan Stanley Direct Lending Fund(MSDL) - 2023 Q2 - Quarterly Report
2023-08-09 21:26
Investment Portfolio - As of June 30, 2023, the company had investments in 159 portfolio companies across 29 industries, with approximately 100% of its debt portfolio invested in floating interest rate debt[244] - Approximately 98.5% of the company's debt investments were in loans and other debt issued by middle-market companies backed by private equity sponsors, with about 79.0% supporting leveraged buyouts (LBOs) and acquisitions[245] - The weighted average total yield of investments in debt securities at amortized cost was 10.9% as of December 31, 2022[246] - The investment portfolio at fair value increased from $2.681 billion as of June 30, 2022 to $2.984 billion as of June 30, 2023[257] - Weighted average yield on debt investments at cost increased from 8.2% at June 30, 2022 to 11.8% at June 30, 2023[257] - Approximately 77.0% of debt investments had one or more financial covenants[248] - No realized losses due to loan defaults or credit deterioration since January 31, 2020, through June 30, 2023[248] - The average position size of investments was approximately $18.8 million, representing 0.6% of total fair value[248] Financial Performance - Total investment income increased from $49.994 million for the three months ended June 30, 2022 to $88.894 million for the three months ended June 30, 2023[256] - Net investment income for the three months ended June 30, 2023 was $47.795 million, compared to $29.409 million for the same period in 2022[255] - Total expenses for the three months ended June 30, 2023 were $46.683 million, compared to $25.487 million for the same period in 2022[259] - Interest expense for the three months ended June 30, 2023, was $27,907, an increase from $13,781 in the same period of 2022, primarily due to higher average borrowings and increased reference rates[260] - The income-based incentive fee for the three months ended June 30, 2023, was $10,138, compared to $5,879 in the same period of 2022, indicating a rise in pre-incentive fee net investment income[264] Capital Structure and Liquidity - As of June 30, 2023, the company had approximately $52.9 million in cash and $230.0 million and $626.5 million available under credit facilities, indicating strong liquidity[273] - Total investor capital commitments to purchase shares of Common Stock were approximately $1,629.4 million as of June 30, 2023, with no capital calls issued during the six months ended June 30, 2023[274] - The outstanding debt obligations as of June 30, 2023, totaled $1,562,259, with an unused portion of $856,491, indicating a robust capital structure[280] Management and Operations - The company is externally managed by an adviser that is a wholly owned subsidiary of Morgan Stanley, but it is not a subsidiary of Morgan Stanley[232] - The company monitors the evolving market environment to adjust its operations as necessary in response to external factors[237] - The company expects its general and administrative expenses to be stable or decline as a percentage of total assets during periods of asset growth[243] - The company has elected to be regulated as a Business Development Company (BDC) under the Investment Company Act of 1940[232] Market Conditions and Risks - The current inflationary environment and potential global recession could impact the company's portfolio companies and financial condition[237] - A hypothetical increase of 300 basis points in interest rates would result in an annualized net income increase of $65.191 million, while a decrease of 300 basis points would lead to a net income decrease of $65.191 million[288] - The company has not engaged in interest rate hedging activities during the periods covered by the report[288] Legal and Compliance - There have been no changes in internal control over financial reporting that materially affected the company for the three months ended June 30, 2023[290] - The company is not currently subject to any material legal proceedings, nor is any material proceeding threatened against it[291] Recent Investments - As of August 9, 2023, the company closed approximately $71.6 million in new/add-on investments, with $71.5 million in first lien senior secured loans[281] - The company remains focused on investing in companies with strong management, substantial free cash flow, and sustainable business models despite market volatility[281]
Morgan Stanley Direct Lending Fund(MSDL) - 2023 Q1 - Quarterly Report
2023-05-10 20:32
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________________________________________________________________________________________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number 814-01332 Morgan Stanley Direct Le ...
Morgan Stanley Direct Lending Fund(MSDL) - 2022 Q4 - Annual Report
2023-03-09 21:36
Capital Management - As of March 1, 2023, the MS Private Credit platform managed committed capital of approximately $14.9 billion at fair value[24] - Direct Lending strategy managed approximately $13.0 billion in committed capital as of March 1, 2023[26] - Opportunistic Credit managed approximately $1.9 billion in committed capital as of March 1, 2023[26] - As of December 31, 2022, IM managed approximately $1.3 trillion in assets under management across various business lines[28] Investment Strategy - The Company's investment strategy focuses on U.S. middle-market companies with annual EBITDA of $15 million to $200 million[37] - The company aims to maintain a debt-to-equity ratio of 1.0x – 1.25x, with a cap of 2.0x[35] - The company benefits from a differentiated direct origination platform, leveraging relationships with middle-market private equity firms and companies[54] - The Adviser employs a rigorous due diligence process, including financial analysis, ESG considerations, and management background checks[61] Portfolio Composition - As of December 31, 2022, the company had investments in 150 portfolio companies across 30 industries, with a total investment portfolio at fair value of $2,873,588,000[78] - Approximately 100% of the debt portfolio was invested in floating interest rate debt, with a weighted average total yield of 10.9%[78] - The composition of the investment portfolio at fair value included 93.8% in First Lien Debt, 4.5% in Second Lien Debt, and 1.7% in Other Securities[79] - The geographic composition of investments shows 95.6% in the United States, with a total cost of $2,809,482,000[80] Financial Health - The asset coverage ratio as of December 31, 2022, was 191.2%, indicating strong financial health[82] - The company anticipates generating cash from operations, including interest received on debt investments, and plans to distribute substantially all net income to stockholders[81] Fees and Incentives - The base management fee is calculated at an annual rate of 1.0% of average gross assets, with a waiver of excess fees prior to an Exchange Listing[85] - The incentive fee structure includes no fees if pre-incentive fee net investment income does not exceed a hurdle rate of 1.50%[90] - The incentive fee on capital gains is calculated at 17.5% of realized capital gains, net of losses, with cumulative capital gains considered[94] Regulatory Compliance - The company is subject to regulatory restrictions on co-investments and joint transactions with affiliates, which may limit investment opportunities[72] - The SEC has granted an exemptive order allowing the company to co-invest with affiliated accounts under certain conditions, ensuring fair terms[73] - The company must distribute most of its income to qualify as a RIC, which affects its ability to raise additional capital[115] - The company operates under the constraints of being a BDC, which limits operational flexibility and investment strategies[113] Risk Management - The Adviser has developed risk policies to regularly assess the risk profile of each debt investment, enhancing proactive management[66] - Investments are classified into four risk categories, with Category 1 indicating the least risk and Category 4 indicating substantial risk of loss[67] - The company is exposed to risks from the current interest rate environment, with a significant portion of its debt portfolio (approximately 56%) linked to floating rates based on LIBOR[190] Conflicts of Interest - The Adviser may face conflicts of interest due to its affiliation with Morgan Stanley, which could affect the company's investment returns[203] - The company cannot assure that it will replicate the historical investment returns achieved by other Morgan Stanley funds, as market conditions may differ[198] - The Adviser may receive an incentive fee even during periods of net loss, creating potential conflicts of interest[215] Tax Considerations - To maintain RIC status, the company must distribute at least 90% of its investment company taxable income as dividends[156] - The company may incur a 4% nondeductible federal excise tax if it fails to meet the Excise Tax Avoidance Requirement[160] - The company is required to diversify its holdings, ensuring at least 50% of asset value consists of cash and government securities, and no more than 25% is invested in any single issuer[165] Operational Structure - The company does not currently have any employees, with day-to-day operations managed by its Adviser[181] - The company relies heavily on the expertise and network of investment professionals from its Adviser, with no internal management capacity[191]
Morgan Stanley Direct Lending Fund(MSDL) - 2022 Q3 - Quarterly Report
2022-11-08 21:43
Investment Portfolio - As of September 30, 2022, the company had investments in 139 portfolio companies across 29 industries, with over 99.9% of its debt portfolio invested in floating interest rate debt[238]. - The company primarily generates revenue from interest income on debt investments, along with income from dividends, capital gains, and various fees[230]. - The company’s investment objective is to achieve attractive risk-adjusted returns primarily through current income and, to a lesser extent, capital appreciation[228]. - As of September 30, 2022, 77% of the company's investments were loans supporting LBOs and acquisitions by private equity sponsors[240]. - The weighted average EBITDA of portfolio companies was approximately $120 million, with a net leverage of 6.1x and a loan-to-value ratio of 45%[242]. - The average position size of investments was approximately $19.8 million, with the top ten portfolio companies representing 22.9% of total fair value[242]. - The company had 139 portfolio companies as of September 30, 2022, compared to 77 as of September 30, 2021[250]. Financial Performance - Total investment income increased from $31.7 million for the three months ended September 30, 2021, to $62.7 million for the same period in 2022, driven by capital deployment[250]. - For the nine months ended September 30, 2022, net investment income was $89.7 million, up from $44.9 million in the same period in 2021[249]. - Net realized gain on investments for the nine months ended September 30, 2022, was $556, compared to $120 for the same period in 2021, reflecting a 363% increase[256]. - The net change in unrealized depreciation on investments for the nine months ended September 30, 2022, was $61,869, compared to an unrealized appreciation of $11,824 in 2021[257]. Debt and Financing - As of September 30, 2022, total outstanding debt obligations amounted to $1,524.6 million, with an unused portion of $984.3 million[265]. - The CIBC Subscription Facility had an outstanding principal of $220.4 million, while the BNP Funding Facility had $322.0 million[265]. - The total aggregate principal of debt obligations increased from $1,975.0 million as of December 31, 2021, to $2,510.0 million as of September 30, 2022[265]. - The company had borrowings denominated in Euros (EUR) amounting to €238 as of September 30, 2022, which was a new development compared to December 31, 2021[265]. Risk Management - The company is exposed to risks from potential disruptions in operations due to economic conditions, including inflationary environments and supply chain interruptions[232]. - Approximately 82% of debt investments had one or more financial covenants, indicating a strong risk management approach[242]. - The company reported no realized losses from loan defaults since inception through September 30, 2022[242]. - A hypothetical increase of 300 basis points in interest rates would result in an annualized net income increase of $59.0 million[274]. - The company emphasizes extensive due diligence in its investment strategy to achieve compelling risk-adjusted returns[266]. Expenses and Distributions - For the three months ended September 30, 2022, net expenses were $28,905, compared to $12,909 for the same period in 2021, representing a 123% increase[252]. - Total expenses for the nine months ended September 30, 2022, were $81,927, up from $36,970 in 2021, indicating a 121% increase[252]. - Total distributions declared for the nine months ended September 30, 2022, amounted to $86,667, with a per share distribution of $1.42[263]. - The company has not accrued any U.S. federal excise tax for the nine months ended September 30, 2022, compared to $5 accrued in 2021[255]. - The company intends to distribute at least 90% of its investment company taxable income to maintain its tax treatment as a RIC[255]. Regulatory Compliance - The company has elected to be regulated as a Business Development Company (BDC) and intends to comply with requirements to qualify as a Regulated Investment Company (RIC)[227]. - As of December 31, 2021, approximately 99.3% of the debt portfolio had an interest rate floor denoted in LIBOR, with a weighted average interest rate floor of approximately 0.9%[239]. - The company is permitted to co-invest with affiliates under certain conditions, ensuring that transactions are fair and consistent with the interests of its stockholders[231]. - The company did not engage in interest rate hedging activities during the periods covered by the report[274]. Capital Commitments - Aggregate capital commitments received as of September 30, 2022, totaled approximately $1,624.0 million, with a one-year extension of the Investment Period until December 23, 2023[261]. - Total shares issued and proceeds received related to capital drawdowns for the nine months ended September 30, 2022, were 7,451,363 shares, amounting to $154.7 million[262]. - Approximately $45.3 million of new/add-on investments were closed or approved from September 30, 2022, to November 8, 2022, with $43.0 million in first lien senior secured loans[266]. Market Focus - The company remains focused on investing in companies with strong management teams and sustainable business models despite market volatility[266]. - The company’s debt investments typically have a stated term of five to eight years and bear interest at a floating rate based on benchmarks like LIBOR or SOFR[229]. - 100% of the income-producing senior secured debt investments were at floating rates as of September 30, 2022[273].
Morgan Stanley Direct Lending Fund(MSDL) - 2022 Q2 - Quarterly Report
2022-08-09 20:58
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________________________________________________________________________________________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number 814-01332 Morgan Stanley Direct Len ...
Morgan Stanley Direct Lending Fund(MSDL) - 2022 Q1 - Quarterly Report
2022-05-10 21:18
Investment Portfolio - As of March 31, 2022, the company had investments in 109 portfolio companies across 27 industries, with over 99.9% of the debt portfolio invested in floating interest rate debt[214] - The company’s investment objective is to achieve attractive risk-adjusted returns primarily through current income and, to a lesser extent, capital appreciation[203] - As of March 31, 2022, 77% of the company's investments were loans supporting LBOs and acquisitions by private equity sponsors[216] - The investment portfolio at fair value grew from $948 million as of March 31, 2021 to $2.534 billion as of March 31, 2022[223] - The company is focused on investing in companies with strong management teams, substantial free cash flow, and sustainable business models despite the impact of the Coronavirus pandemic[250] - The company plans to continue investing primarily in illiquid debt and equity securities of portfolio companies[254] Financial Performance - The total investment income increased from $17,345 in Q1 2021 to $44,304 in Q1 2022, driven by capital deployment[222][223] - Net investment income after taxes for Q1 2022 was $26,514, up from $10,059 in Q1 2021[222] - The weighted average yield on debt investments was 7.2% as of March 31, 2022, compared to 7.4% in the same period of 2021[217][222] - The net change in unrealized appreciation for Q1 2022 was a decrease of $4,342, contrasting with an increase of $4,642 in Q1 2021[222] - The net change in unrealized loss on investments for the three months ended March 31, 2022, was $4.342 million, compared to a net change in unrealized gain of $4.642 million for the same period in 2021[231] - For the three months ended March 31, 2022, the net realized gain on investments was $0.1 million, compared to $0 million for the same period in 2021, primarily driven by the sale of debt and equity investments[230] Debt and Financing - The total outstanding debt as of March 31, 2022, was $1.362 billion, with an unused capacity of $952.65 million[238] - The company declared a distribution of $0.48 per share for the three months ended March 31, 2022, resulting in a total distribution amount of $27.455 million[235] - Under the Truist Credit Facility, the company borrowed $130.5 million and repaid $415.0 million during the three months ended March 31, 2022[247] - The company issued $425 million in aggregate principal amount of 4.500% notes due 2027 on February 11, 2022[248] - The CIBC Subscription Facility was permanently reduced to $315 million effective January 18, 2022, from $400 million[239] - The BNP Funding Facility had an outstanding amount of $435.5 million as of March 31, 2022, with available capacity of $164.5 million[244] - As of March 31, 2022, the company was in compliance with all covenants and other requirements of each of the credit facilities and the 2027 Notes[249] Market Conditions and Risks - The ongoing Coronavirus pandemic has created market stress that could affect the company’s portfolio companies, although it believes it is well positioned to manage the current environment[207] - The company is subject to financial market risks, including valuation risk, market risk, and interest rate risk[253] - The current market environment is viewed as offering opportunities for compelling risk-adjusted returns[250] - The company’s investment pace will depend on market conditions, deal flow, and the ongoing impact of the Coronavirus[250] Interest Rates and Expenses - The weighted average total yield of investments in debt securities at amortized cost was 7.2% as of March 31, 2022[214] - The company expects general and administrative expenses to be stable or decline as a percentage of total assets during periods of asset growth[213] - Total expenses increased from $8,745 in Q1 2021 to $22,388 in Q1 2022, primarily due to higher interest and financing expenses[225] - Interest and other financing expenses rose from $2,758 in Q1 2021 to $10,349 in Q1 2022, attributed to increased average borrowings[227] - The company expects that a 300 basis point increase in interest rates would result in an annualized net income increase of $44,046,000[259] - 100% of the income-producing senior secured debt investments were at floating rates as of March 31, 2022[257] - The company did not engage in interest rate hedging activities during the periods covered by the report[259] Regulatory and Compliance - The company has elected to be regulated as a Business Development Company (BDC) under the 1940 Act and intends to qualify as a Regulated Investment Company (RIC) for U.S. federal income tax purposes[202] - The company is permitted to co-invest with affiliates under certain conditions as per the SEC's exemptive relief granted on September 18, 2020[206] - Approximately 83% of debt investments had one or more financial covenants as of March 31, 2022[216] - The company had 109 portfolio companies as of March 31, 2022, compared to 53 in the previous year[217]
Morgan Stanley Direct Lending Fund(MSDL) - 2021 Q4 - Annual Report
2022-03-18 21:01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 814-01332 Morgan Stanley Direct Lending Fund (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation ...