Morgan Stanley Direct Lending Fund (MSDL): Entry into a Material Definitive Agreement
Morgan Stanley Direct Lending Fund (MSDL) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-1.1 2 d103781dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 E XECUTION V ERSION MORGAN STANLEY DIRECT LENDING FUND (a Delaware corporation) $350,000,000 6.100% Notes due 2031 UNDERWRITING AGREEMENT Dated: June 29, 2026 MORGAN STANLEY DIRECT LENDING FUND (a Delaware corporation) $350,000,
How this was made
The 30-second read
Why it matters
A disclosed $350M issuance of 6.100% notes due 2031 can shift the fund’s capital structure and funding-cost expectations, influencing valuation and risk premia for related instruments.
Market read
This is a primary disclosure of a sizable fixed-coupon debt issuance, which can affect leverage and credit/funding-cost expectations for the fund.
What to watch
Traders will want the final prospectus supplement details (use of proceeds, expected leverage, redemption/call features, and any covenants) to judge whether the coupon and maturity meaningfully alter credit risk.
Background
The SEC 8-K reports Item 1.01: entry into a material definitive agreement, including an underwriting agreement for a notes offering by Morgan Stanley Direct Lending Fund.
Ticker impact
Morgan Stanley Direct Lending Fund entered a material definitive agreement to issue $350M of 6.100% notes due 2031 under an underwriting agreement.
Moderate sensitivity to credit/funding-cost expectations; direction depends on how investors view leverage and the note terms versus existing capital structure.
This is a primary SEC filing describing the terms and issuance size, but the excerpt does not include proceeds use, pricing/yield beyond coupon, or any guidance on leverage targets.
Market effects
Adds another datapoint on direct lending funds’ ongoing reliance on debt capital markets and fixed-coupon funding.
Primarily US capital markets impact via underwriting and trustee/DTCC mechanics.
Limited; underwriting banks are global, but the disclosure is US-focused and fund-specific.
Counterpoint
The filing may be largely procedural (underwriting agreement mechanics) and may not change the fund’s risk profile materially if pricing/proceeds and leverage targets were already anticipated.
Key entities
- issuerMorgan Stanley Direct Lending Fund
Delaware corporation filing the 8-K; entered into an underwriting agreement for $350M 6.100% notes due 2031.
- trusteeU.S. Bank Trust Company, National Association
Trustee under the indenture for the notes.
- underwriting_groupUnderwriters (Truist Securities, BNP Paribas Securities, MUFG Securities, RBC Capital Markets, SMBC Nikko Securities)
Representatives of the several underwriters purchasing the notes for public offering.
