Docoh
Loading...

Morgan Stanley Direct Lending Fund

On November 25, 2019, we elected to be regulated as a BDC under the 1940 Act. A BDC is a specialized investment vehicle that elects to be regulated under the 1940 Act as an investment company, but is generally subject to less onerous requirements than other registered investment companies under a regime designed to encourage lending to U.S.-based small and mid-sized businesses. Unlike

Company profile

Employees
Incorporated
Location
Fiscal year end
Former names
Morgan Stanley BDC LLC, Morgan Stanley Direct Lending Fund LLC
SEC CIK
Subsidiaries
DLF CA SPV LLC • DLF SPV LLC • DLF Financing SPV LLC ...

Investment data

Data from SEC filings
Securities sold
Number of investors

Calendar

10 Aug 21
27 Oct 21
31 Dec 21
Date Owner Security Transaction Code Indirect 10b5-1 $Price #Shares $Value #Remaining
15 Oct 21 Levin Jeffrey Common Stock, par value $0.001 per share Buy Acquire P No No 21.01 4,935.15 103.69K 27,340.63
15 Oct 21 Metz Adam S Common Stock, par value $0.001 per share Buy Acquire P Yes No 21.01 4,935.15 103.69K 27,246.57
15 Oct 21 Frank Bruce D Common Stock, par value $0.001 per share Buy Acquire P Yes No 21.01 246.76 5.18K 1,406.72
15 Oct 21 Miller David N Common Stock, par value $0.001 per share Buy Acquire P Yes No 21.01 1,233.79 25.92K 6,853.49
15 Oct 21 Mizrachi Orit Common Stock, par value $0.001 per share Buy Acquire P No No 21.01 493.51 10.37K 2,741.39
9 Aug 21 Levin Jeffrey Common Stock, par value $0.001 per share Other Acquire J No No 0 1.9 0 22,405.48
9 Aug 21 Metz Adam S Common Stock, par value $0.001 per share Other Acquire J Yes No 0 1.9 0 22,311.42
9 Aug 21 Frank Bruce D Common Stock, par value $0.001 per share Other Acquire J Yes No 0 0.1 0 1,137.8
9 Aug 21 Miller David N Common Stock, par value $0.001 per share Other Acquire J Yes No 0 0.48 0 5,619.7
9 Aug 21 Mizrachi Orit Common Stock, par value $0.001 per share Other Acquire J No No 0 0.19 0 2,247.88

Financial report summary

?
Risks
  • We have a limited operating history.
  • Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.
  • We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.
  • Changes in LIBOR, or its discontinuation, may adversely affect our business and results of operations.
  • We depend upon our Adviser and Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.
  • Our business model depends to a significant extent upon strong referral relationships with sponsors. Any inability of the Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
  • We are dependent on the Adviser's key personnel in seeking to achieve our investment objectives.
  • Our financial condition and results of operation depend on our ability to manage future growth effectively.
  • The Adviser may frequently be required to make investment analyses and decisions on an expedited basis in order to take advantage of investment opportunities, and our Adviser may not have knowledge of all circumstances that could impact an investment by the Company.
  • There are significant potential conflicts of interest that could affect our investment returns.
  • Our management and incentive fee structure may create incentives for the Adviser that are not fully aligned with the interests of our stockholders and may induce the Adviser to make speculative investments.
  • Conflicts related to other arrangements with the Adviser or its affiliates.
  • Our ability to enter into transactions with our affiliates is restricted.
  • The recommendations given to us by our Adviser may differ from those rendered to their other clients.
  • Shares of our Common Stock are illiquid investments for which there is not a secondary market.
  • We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
  • We will be subject to corporate-level income tax if we are unable to qualify as a RIC.
  • We will need to raise additional capital to grow because we must distribute most of our income.
  • We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
  • If we are not treated as a “publicly offered regulated investment company,” as defined in the Code, U.S. stockholders that are individuals, trusts or estates will be taxed as though they received a distribution of some of our expenses.
  • Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. As a BDC, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage.
  • We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.
  • We are subject to risks associated with the CIBC Subscription Facility, the BNP Funding Facility and any other Credit Facility.
  • Any inability to renew, extend or replace the CIBC Subscription Facility, the BNP Funding Facility or any other Credit Facility could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.
  • In addition to regulatory limitations on our ability to raise capital, each of the CIBC Subscription Facility and the BNP Funding Facility contains various covenants, which, if not complied with, could accelerate our repayment obligations under such facilities, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.
  • Our interests in any subsidiary that enters into a Credit Facility would be subordinated, and we may not receive cash on our equity interests from any such subsidiary.
  • Our ability to sell investments held by any subsidiary that enters into a Credit Facility would be limited.
  • We may be subject to risks associated with any collateralized loan obligations (“CLOs”) we enter into to finance our investments.
  • Investors in shares of our Common Stock may fail to fund their capital commitments when due.
  • We may enter into reverse repurchase agreements, which are another form of leverage.
  • If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.
  • Failure to qualify as a BDC would decrease our operating flexibility.
  • The majority of our portfolio investments are recorded at fair value as determined in good faith by our Board of Directors and, as a result, there may be uncertainty as to the value of our portfolio investments.
  • Our activities may be limited as a result of potentially being deemed to be controlled by a BHC.
  • New or modified laws or regulations governing our operations may adversely affect our business.
  • Provisions of the Delaware General Corporation Law, as amended (the “DGCL”), and of our Certificate of Incorporation and bylaws could deter takeover attempts and have an adverse effect on the price of shares of Common Stock.
  • The Adviser can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
  • The Administrator can resign on 60 days’ notice, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
  • We are an “emerging growth company,” and we do not know if such status will make our shares less attractive to investors.
  • Efforts to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act would adversely affect us and the value of shares of our Common Stock.
  • We do not currently have comprehensive documentation of our internal controls and have not yet tested our internal controls in accordance with Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and the value of our common stock.
  • We are highly dependent on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect the value of shares of our Common Stock and our ability to pay distributions.
  • Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition.
  • Uncertainties resulting from the United Kingdom’s decision to leave the European Union could adversely affect our business.
  • We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
  • The liability of each of the Adviser and the Administrator is limited, and we have agreed to indemnify each against certain liabilities, which may lead them to act in a riskier manner on our behalf than each would when acting for its own account.
  • Limitations of investment due diligence expose us to investment risk.
  • Our debt investments may be risky and we could lose all or part of our investments.
  • Defaults by our portfolio companies will harm our operating results.
  • We may invest in distressed or highly leveraged companies, which could cause you to lose all or part of your investment.
  • We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.
  • Our investments in private and middle-market portfolio companies are risky, and you could lose all or part of your investment.
  • Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
  • The lack of liquidity in our investments may adversely affect our business.
  • Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
  • Our prospective portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interest rates may make it more difficult for portfolio companies to make periodic payments on their loans.
  • Our prospective portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.
  • Our investments in portfolio companies may expose us to environmental risks.
  • We have not yet identified all of the portfolio company investments we will acquire.
  • Our portfolio may initially be concentrated in a limited number of portfolio companies and industries, which will subject us to a risk of significant loss if any of these companies defaults on its obligations under any of its debt instruments or if there is a downturn in a particular industry.
  • Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
  • Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
  • We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.
  • Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
  • We may be subject to risks under hedging transactions and may become subject to risks if we invest in foreign securities.
  • We may not realize gains from our equity investments.
  • We may be subject to risks to the extent we provide managerial assistance to our portfolio companies.
  • There is no public market for shares of our Common Stock, and we do not expect there to be a market for our shares.
  • There are restrictions on the ability of holders of our Common Stock to transfer shares in excess of the restrictions typically associated with a private offering of securities under Regulation D and other exemptions from registration under the Securities Act, and these restrictions could limit the liquidity of an investment in shares of our Common Stock and the price at which holders may be able to sell the shares.
  • There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.
  • Investing in our Common Stock may involve an above average degree of risk.
  • Our stockholders may experience dilution in their ownership percentage.
  • Our stockholders will experience dilution in their ownership percentage if they do not opt in to our dividend reinvestment plan.
  • Our stockholders may receive shares of our Common Stock as dividends, which could result in adverse tax consequences to them.
  • We may in the future determine to issue preferred stock, which could adversely affect the value of shares of Common Stock.
  • Our stockholders may be subject to filing requirements under the Exchange Act as a result of an investment in us.
  • Our stockholders may be subject to the short-swing profits rules under the Exchange Act as a result of an investment in us.
  • Disposition of shares of our Common Stock by MS Credit Partners Holdings may negatively impact our performance and the price of our Common Stock.
  • We are operating in a period of capital markets disruption and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future disruptions or instability in capital markets may have a negative impact on our business and operations.
  • We may be the target of litigation.
  • We may experience fluctuations in our quarterly operating results.
  • Uncertainty resulting from the U.S. political climate could negatively impact our business, financial condition and results of operations.
  • We incur significant costs as a result of being registered under the Exchange Act.
Content analysis
?
Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability
H.S. sophomore Avg
New words: accordion, announced, ARRC, combined, dissemination, distancing, Drug, efficiency, enterprise, guaranteed, Guarantor, hardwired, herd, highest, immunity, impede, inflationary, language, LIBO, overnight, partially, perfected, population, published, recovered, spending, sublimit, swingline, text, Truist, unaudited, uncommitted, withholding, York
Removed: curtail, defer, furlough, governmental, impair, imposed, large, lay, permanent, prolonged, subjected, unitranche