MSDL Morgan Stanley Direct Lending Fund

		THE SECURITIES ACT OF 1933		☒

		Pre-Effective Amendment No.		☐
		Post-Effective Amendment No.		☐

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Committed capital is calculated as aggregate capital commitments or equity raised and total committed leverage within each of the funds or accounts managed by the MS Private Credit platform with exception for funds past their investment period, where committed capital is calculated as invested capital.

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SUMMARY OF KEY TERMS			iv
PROSPECTUS SUMMARY			1
FEES AND EXPENSES			5
FINANCIAL HIGHLIGHTS			7
RISK FACTORS			8
POTENTIAL CONFLICTS OF INTEREST			9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			20
USE OF PROCEEDS			22
PRICE RANGE OF COMMON STOCK			23
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			24
BUSINESS			25
REGULATION			26
MANAGEMENT			27
SENIOR SECURITIES			28
MANAGEMENT AGREEMENTS			29
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			30
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS			31
PORTFOLIO COMPANIES			33
PORTFOLIO MANAGEMENT			49
DETERMINATION OF NET ASSET VALUE			53
DIVIDEND REINVESTMENT PLAN			55
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			57
DESCRIPTION OF SECURITIES			67
DESCRIPTION OF OUR CAPITAL STOCK			68
DESCRIPTION OF OUR PREFERRED STOCK			74
DESCRIPTION OF OUR SUBSCRIPTION RIGHTS			75
DESCRIPTION OF WARRANTS			77
DESCRIPTION OF OUR DEBT SECURITIES			79
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR			95
PORTFOLIO TRANSACTIONS AND BROKERAGE			96
PLAN OF DISTRIBUTION			97
LEGAL MATTERS			99
EXPERTS			99
AVAILABLE INFORMATION			99
INCORPORATION BY REFERENCE			100

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the terms “we,”  “us,”  “our,” and the “Company” refer to Morgan Stanley Direct Lending Fund, a Delaware corporation, together with its consolidated subsidiaries, where applicable;

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the terms “Morgan Stanley” or the “Firm” refer to Morgan Stanley (NYSE: MS) and its consolidated subsidiaries. For the avoidance of doubt, we are not a subsidiary of or consolidated with Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any of the other MS BDCs (as defined below), even during periods of financial distress;

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the term “IM” refers to the Morgan Stanley Investment Management platform, which is Morgan Stanley’s investment management unit and represents one of Morgan Stanley’s three business segments;

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the term “MS Private Credit” refers to the U.S. private credit strategies within the private credit platform of IM;

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the terms “Adviser” or “Investment Adviser” refer to MS Capital Partners Adviser  Inc., our investment adviser, an indirect, wholly owned subsidiary of Morgan Stanley;

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the term “Administrator” refers to MS Private Credit Administrative Services LLC, our administrator, an indirect, wholly owned subsidiary of Morgan Stanley; and

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the term “MS BDCs” refers to the Company and the other business development companies, or BDCs, managed by our Adviser.

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Stockholder transaction expenses (as a percentage of offering price):
Sales load			—	% (1)
Offering expenses			—	% (2)
Dividend reinvestment plan expenses			None	% (3)
Total stockholder transaction expenses			—	%

 

Annual expenses (as a percentage of net assets attributable to common stock):
Base management fee			1.86	% (4)
Incentive fees			2.37	% (5)
Interest payments on borrowed funds			6.43	% (6)
Other expenses			0.50	% (7)
Total annual expenses			11.16	%

 

(1)	In the event that the securities to which this prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load (underwriting discount or commission).

(2)	The related prospectus supplement will disclose the estimated amount of total offering expenses (which may include offering expenses borne by third parties on our behalf), the offering price and the offering expenses borne by us as a percentage of the offering price.

(3)	The expenses of the dividend reinvestment plan are included in “other expenses” in the table above. For additional information, see “ Dividend Reinvestment Plan .”

(4)

Our base management fee is calculated at an annual rate of 1.0% of our average gross assets at the end of the two most recently completed calendar quarters, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents. The base management fee reflected in the table above is annualized and based on actual amounts incurred under the Investment Advisory Agreement for the nine months ended September 30, 2024 at a rate of 1.0%. The Investment Adviser has agreed to its right to receive the base management fee in excess of 0.75% the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters for the Waiver Period. For the avoidance of doubt, the fee waiver is not reflected in the table above. For purposes of this table, the SEC requires the base management fee to be calculated by determining the ratio that the base management fee bears to our net assets attributable to common stock rather than our gross assets as set forth in the Investment Advisory Agreement. See “ Management Agreements . ”

(5)

Our incentive fee consists of two parts. The first part is determined and paid quarterly based on our pre-incentive fee net investment income and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Investment Advisory Agreement. The table reflects each incent ive fee calculated at a rate of 17.5% based on actual amounts incurred under the Investment Advisory Agreement for the nine months ended September 30, 2024. Similar to the waiver referenced in footnote (4) above, the Adviser has agreed to waive its right to receive each component of the incentive fee above 15% during the Waiver Period. This fee waiver is not reflected in the table above. See “ Management Agreements .”

(6)

Interest payments on borrowed funds represents an estimate of our annualized interest expense based on our actual interest and credit facility expenses incurred for the nine months ended September 30, 2024, which includes the impact of interest rate swaps. For the nine months ended September 30, 2024, our average borrowings outstanding was $1,614.4 million and our weighted average effective interest rate for total debt

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outstanding was 7.00%. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act. See “ Description of our Preferred Stock. ”

(7)	“Other expenses” includes estimated overhead expenses, including payments under the Administration Agreement with our Administrator, and is based on actual amounts incurred during the nine months ended September 30, 2024, annualized for a full year. See “ Management Agreements .”

Example

The

following

example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above, except for the incentive fee based on income.

This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.

 

		1 year				3 years				5 years				10 years
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains) (1)		$	86			$	249			$	400			$	729
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains) (2)		$	94			$	270			$	430			$	769

 

(1)	Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.

(2)

Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and not otherwise deferrable under the terms of the Investment Advisory Agreement and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely.

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RISK FACTORS

Investing in our securities involves a number of significant risks. Before you invest in our securities, you should carefully consider various risks described in the section titled “

Risk Factors

” in our most recent Annual Report on Form

10-K,

as well as in subsequent filings with the SEC that are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference, and any prospectus supplement and free writing prospectus that we may authorize for use in connection with this offering. The risks set out in these documents are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of these risks occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment. The risk factors described in these documents are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

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Morgan Stanley has advised, and may advise, clients and has sponsored, managed or advised the Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with the investment objectives of the Company and present conflicts of interest, including without limitation, the MS BDCs, whose investment objectives overlap with those of the Company. The term “Affiliated Investment Accounts” includes certain alternative investment funds, regulated funds and investment programs, accounts and

 

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businesses that are advised by or affiliated with the Adviser or its affiliates or through which IM otherwise conducts its business, together with any new or successor to such funds, programs, accounts or businesses. In addition, Morgan Stanley routinely makes equity and private debt investments in connection with its global business and operations. MS Private Credit may also from time to time create new or successor Affiliated Investment Accounts that may compete with the Company for investment opportunities or overlap in terms of investment strategy and may present similar conflicts of interest. Morgan Stanley and/or some of its Affiliated Investment Accounts have routinely made, and will continue to make, investments that fall within the investment objectives of the Company. Certain members of the Investment Team and the Investment Committee may make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with those of the Company.

Morgan Stanley currently invests and plans to continue to invest on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities in North America, Europe and elsewhere. Morgan Stanley and, to the extent consistent with applicable law, exemptive relief and/or the Adviser’s allocation policies and procedures, its Affiliated Investment Accounts will be permitted to invest in investment opportunities without making such opportunities available to us beforehand. Subject to the requirements of any applicable exemptive relief, Morgan Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such investment on its own behalf, even though such investment also falls within our investment objectives. We may invest in opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts has declined, and vice versa. Certain of these Affiliated Investment Accounts may provide for higher management fees or incentive fees or have greater expense reimbursements or overhead allocations, or permit the Adviser and its affiliates to receive higher origination and other transaction fees, which may create an incentive for the Adviser to favor such Affiliated Investment Accounts. All of the foregoing may reduce the number of investment opportunities available to the Company and may create conflicts of interest in allocating investment opportunities among the Company, itself and the Affiliated Investment Accounts, including the MS BDCs.

To seek to reduce potential conflicts of interest and to attempt to allocate such investment opportunities in a fair and equitable manner, the Adviser has implemented allocation policies and procedures. These policies and procedures are intended to give all applicable clients of the Adviser, including the Company, fair access to new private credit investment opportunities consistent with the requirements of organizational documents, investment strategies, applicable laws and regulations, the fiduciary duties of the Adviser, and to meet the conditions set in the exemptive order granted by the SEC. The exemptive order allows certain of the Adviser’s clients to participate in negotiated transactions, subject to the conditions set forth therein as described under Transactions” below. Each applicable client of the Adviser that is subject to the allocation policies and procedures, including the Company, is assigned a portfolio manager by the Adviser. The portfolio managers review potential investment opportunities and will make an initial determination with respect to the allocation of each applicable opportunity taking into account various factors, including, but not limited to those described under Transactions” below. The Adviser is empowered to take into account other considerations it deems appropriate to ensure a fair and equitable allocation of opportunities. The allocation policies and procedures are subject to change. Investors should note that the conflicts inherent in making such allocation decisions may not always be resolved to our advantage. There can be no assurance that we will have an opportunity to participate in certain opportunities that fall within our investment objectives.

It is possible that Morgan Stanley or an Affiliated Investment Account will invest in a company that is or becomes a competitor of a portfolio company of the Company. Such investment could create a conflict between us, on the one hand, and Morgan Stanley or the Affiliated Investment Account, on the other hand. In such a situation, Morgan Stanley may also have a conflict in the allocation of its own resources to the portfolio company. In addition, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which may have strategies that overlap and/or directly conflict and compete with us. In certain cases, we may be unable to invest in attractive opportunities because of the investment by these Affiliated Investment Accounts in such private equity or private credit funds.

 

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It should be noted that Morgan Stanley has, directly or indirectly, made large investments in certain of its Affiliated Investment Accounts, including the MS BDCs, and accordingly Morgan Stanley’s investment in the Company may not be a determining factor in the outcome of any of the foregoing conflicts. Nothing herein restricts or in any way limits the activities of Morgan Stanley, including its ability to buy or sell interests in, or provide financing to, equity and/or debt instruments, funds or portfolio companies, for its own accounts or for the accounts of Affiliated Investment Accounts or other investment funds or clients in accordance with applicable law.

We rely on the exemptive order, or the Order, which has been granted by the SEC to us, our Adviser and certain of its affiliates, to with other funds advised by our Adviser or its affiliates, including the MS BDCs and other private funds advised by the Adviser, in a manner consistent with our investment objective positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We have applied for a new exemptive relief order which, if granted, would supersede the Order and would permit us and the Adviser greater flexibility with respect to negotiated transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the application). There can be no assurance that the Adviser will obtain such new exemptive relief from the SEC. See “” below.

Our Adviser or its affiliates may engage in certain origination activities and receive arrangement, structuring or similar fees in connection with such activities. See “” in Part I, Item 1A of our most recent Annual Report on Form Our Adviser’s liability is limited under the Investment Advisory Agreement, and we are required to indemnify our Adviser against certain liabilities. These protections may lead our Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account. See “” in Part I, Item 1A of our most recent Annual Report on Form

Our Adviser has received the Order from the SEC that permits us, among other things, to with certain other persons, including certain Affiliated Investment Accounts advised and controlled by the Adviser, including the MS BDCs. Subject to the 1940 Act and the conditions of any such order issued by the SEC, we may, under certain circumstances, with certain Affiliated Investment Account advised by the Adviser in investments that are suitable for the Company and one or more of such Affiliated Investment Account. Even though the Company and any such Affiliated Investment Account in the same securities, conflicts of interest may still arise. If the Adviser is presented with opportunities that generally fall within our investment objective and other board-established criteria and those of one or more Affiliated Investment Accounts advised by the Adviser, whether focused on a debt strategy or otherwise, the Adviser will allocate such opportunities among us and such Affiliated Investment Accounts in a manner consistent with the Order and our Adviser’s allocation policies and procedures, as discussed herein.

Investment opportunities for all other Affiliated Investment Accounts not advised by our Adviser or its affiliates as well as other Morgan Stanley business lines are allocated in accordance with their respective investment advisers’ and Morgan Stanley’s other allocation policies and procedures. Such policies and procedures may result in certain investment opportunities that are attractive to us being allocated to other funds, accounts or Morgan Stanley business lines that are not advised by our Adviser.

With respect to transactions conducted under the Order, initial internal allocations among us and certain other Affiliated Investment Accounts advised by our Adviser that are party to the Order, or the Internal Order, will generally be made taking into account a variety of factors which may include factors not

 

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limited to: investment guidelines, goals or restrictions of the applicable Affiliated Investment Accounts, capacity and execution capability of the vehicle (i.e. availability of capital), existing allocations to issuers, industry and geographical concentrations, diversification requirements and objectives, leverage covenants or restrictions, tax considerations, desired position sizes, legal or regulatory considerations, investment horizon/life cycle, liquidity requirements, risk concentration limits (if any), prohibitions or restrictions on “joint transactions” for entities regulated under the 1940 Act, compliance with order conditions pursuant to the Order and other applicable guidance and relief, as applicable. If we invest in a transaction under the Order and, immediately before the submission of the order for us and the other participating Affiliated Investment Accounts, the opportunity is oversubscribed, it will generally be allocated on a pro rata basis based on Internal Order’s size. Final allocations are approved by an allocation committee comprised of senior management. Our Board of Directors regularly reviews the allocation policies and procedures and code of ethics of the Adviser.

To the extent consistent with applicable law and/or any exemptive relief applicable to us and/or the Adviser, in addition to such the Company and Morgan Stanley or an Affiliated Investment Account may, as part of unrelated transactions, invest in either the same or different tiers of a portfolio company’s capital structure or in an affiliate of such portfolio company. To the extent we hold investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority) than those held by Morgan Stanley or an Affiliated Investment Account, the Adviser and Morgan Stanley may be presented with decisions when the interests of the two are in conflict. In circumstances where there is a portfolio company in which we have an equity or debt investment and in which Morgan Stanley or an Affiliated Investment Account has an equity or senior debt investment elsewhere in the portfolio company’s capital structure, Morgan Stanley may have conflicting loyalties between its duties to its stockholders, the Affiliated Investment Account, the Company, certain of its other affiliates and the portfolio company. In that regard, actions may be taken for Morgan Stanley or such Affiliated Investment Account that are adverse to us, or actions may or may not be taken by us due to Morgan Stanley’s or such Affiliated Investment Account’s investment, which action or failure to act may be adverse to us. In addition, it is possible that in a bankruptcy proceeding, our interest may be subordinated or otherwise adversely affected by virtue of Morgan Stanley’s or such Affiliated Investment Account’s involvement and actions relating to its investment. Decisions about what action should be taken in a troubled situation, including whether to enforce claims, whether to advocate or initiate restructuring or liquidation inside or outside of bankruptcy, and the terms of any or restructuring, raise conflicts of interest. If a portfolio company becomes troubled, we might arguably be best served by a liquidation that would result in its debt being paid, but leave nothing for Morgan Stanley or such Affiliated Investment Accounts. In those circumstances where the Company and Morgan Stanley or such Affiliated Investment Accounts hold investments in different classes of a company’s debt or equity, Morgan Stanley may also, to the fullest extent permitted by applicable law, take steps to reduce the potential for adversity between the Company and Morgan Stanley or such Affiliated Investment Accounts, including causing the Company to take certain actions that, in the absence of such conflict, it would not take, such as (A) remaining passive in a restructuring or similar situations (including electing not to vote or voting pro rata with other security-holders), (B) divesting investments or (C) otherwise taking an action designed to reduce adversity. A similar standard generally will apply if Morgan Stanley or such Affiliated Investment Accounts make an investment in a company or asset in which we hold an investment in a different class of such company’s debt or equity securities or such asset.

Notwithstanding anything to the contrary herein, Morgan Stanley will generally conduct its sales and trading businesses, publish research and analysis, and render investment advice without regard for our holdings, although these activities could have an adverse impact on the value of one or more of our investments, or could cause Morgan Stanley to have an interest in one or more portfolio investments that is different from, and potentially adverse to ours.

Morgan Stanley’s sales and trading, financing and principal investing businesses (whether or not specifically identified as such, and including Morgan Stanley’s trading and principal investing businesses) will

 

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not be required to offer any investment opportunities to us. These businesses may encompass, among other things, principal trading activities as well as principal investing.

Morgan Stanley’s sales and trading, financing, and principal investing businesses have acquired or invested in, and in the future may acquire or invest in, minority and/or majority control positions in equity or debt instruments of diverse public and/or private companies. Such activities may put Morgan Stanley in a position to exercise contractual, voting, or creditor rights, or management or other control with respect to securities or loans of portfolio companies or other issuers, and in these instances Morgan Stanley may, in its discretion and subject to applicable law, act to protect its own interests or interests of clients, and not our interests.

Subject to the limitations of applicable law and the conditions of the Order, we may purchase from or sell assets to, or make investments in, companies in which Morgan Stanley has or may acquire an interest, including as an owner, creditor or counterparty.

Morgan Stanley advises clients on a variety of mergers, acquisitions, go private, hedging and financing transactions. Morgan Stanley may act as an advisor to clients, including other investment funds that may compete with us, with respect to investments in portfolio companies in which we may invest. Morgan Stanley may give advice and take action with respect to any of its clients or proprietary accounts that may differ from the advice given, or may involve an action of a different timing or nature than the action taken, by us. Morgan Stanley may give advice and provide recommendations to persons competing with us and/or any of our portfolio companies that are contrary to our best interests and/or the best interests of our portfolio companies.

Morgan Stanley could be engaged in financial advising, whether on the or sell-side, or in financing, lending or hedging assignments that could result in Morgan Stanley’s determining in its discretion or being required to act exclusively on behalf of one or more third parties, which could limit our ability to transact with respect to one or more existing or potential investments. Morgan Stanley may have relationships with third-party funds, companies or investors who may have invested in or may look to invest in portfolio companies, and there could be conflicts between our best interests, on the one hand, and the interests of a Morgan Stanley client or counterparty, on the other hand. From time to time, Morgan Stanley’s investment banking professionals may introduce a client to us that requires financing to complete an acquisition transaction and may receive a finder’s fee to the extent permitted by applicable law.

To the extent that Morgan Stanley advises creditor or debtor companies in the financial restructuring of companies either prior to or after filing for protection under chapter 11 of the Bankruptcy Code or similar laws in other jurisdictions, the Adviser’s flexibility in making investments in such restructurings on our behalf may be limited.

Morgan Stanley could provide investment banking services to competitors of portfolio companies, as well as to private equity and/or private credit funds; such activities may present Morgan Stanley with a conflict of interest our investment and may also result in a conflict in respect of the allocation of investment banking resources to portfolio companies.

Our portfolio companies may engage Morgan Stanley to perform investment banking services, including advice on valuing, structuring, negotiating and arranging financing for certain transactions, and Morgan Stanley may also earn fees in connection with unconsummated transactions. In such situations, Morgan Stanley will generally receive fees based on the prevailing market rates for such services upon the consummation of the investment banking transaction for which it was retained.

Morgan Stanley will not share these fees with us. Morgan Stanley may also make interest-bearing loans to us and our portfolio companies and may act as agent in connection with the placement or syndication of our respective indebtedness.

 

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To the extent permitted by applicable law, Morgan Stanley may provide a broad range of financial services to companies in which we invest, including strategic and financial advisory services, interim acquisition financing and other lending and underwriting or placement of securities, and Morgan Stanley generally will be paid fees (that may include warrants or other securities) for such services.

Morgan Stanley will not share any of the foregoing interest, fees and other compensation received by it (including, for the avoidance of doubt, amounts received by the Adviser) with us or the investors, and the management fees payable by or on our behalf and the behalf of the investors will not be reduced thereby.

Morgan Stanley may be engaged to act as a financial advisor to a company in connection with the sale of such company, or subsidiaries or divisions thereof, may represent potential buyers of businesses through its mergers and acquisition activities and may provide lending and other related financing services in connection with such transactions. Morgan Stanley’s compensation for such activities is usually based upon realized consideration and is usually contingent, in substantial part, upon the closing of the transaction. We may be precluded from participating in a loan to the company being sold under these circumstances.

Morgan Stanley conducts a variety of investment management activities, including sponsoring investment funds that are registered under the 1940 Act and subject to its rules and regulations. Such activities also include managing assets of pension funds that are subject to federal pension law and its regulations. Such activities are generally restricted to investments in publicly traded securities and may present conflicts if we pursue an investment in, or if one of our portfolio companies seeks to acquire or merge with, a public company in which Morgan Stanley’s investment management clients and investment companies have previously invested.

Morgan Stanley is engaged in the business of underwriting, syndicating, brokering, administering, servicing, arranging and advising on the distribution of a wide variety of alternative structured products and other securities in which we may invest, including, without limitation, royalty-backed bonds and royalty sales, tax receivable agreements, index dividend swaps, synthetic performing loan securitizations, collateralized loan obligations and commercial mortgage-backed securities. Subject to the restrictions of the 1940 Act, including Sections 10(f) and 57(a) thereof, we may invest in transactions in which Morgan Stanley acts as underwriter, placement agent, syndicator, broker, administrative agent, servicer, advisor, arranger or structuring agent and receives fees or other compensation from the sponsors of such products or securities. Any fees earned by Morgan Stanley in such capacity will not be shared with us. Certain conflicts of interest, in addition to the receipt of fees or other compensation, would be inherent in these transactions. Moreover, the interests of one of Morgan Stanley’s clients with respect to an issuer of securities in which we have an investment may be adverse to our best interests. In conducting the foregoing activities, Morgan Stanley will be acting for its other clients and will have no obligation to act in our best interests.

Without limiting the generality of the foregoing, in light of our investment strategy, it is anticipated that a portion of our investments will be sourced from various Morgan Stanley business units, including in particular, but without limitation, the ISG division, which includes Investment Banking, Sales & Trading, and Global Capital Markets. To the extent permitted by the 1940 Act, ISG may serve as a broker to both the counterparty and us. There can be no assurance that we will be able to source investments from other businesses within Morgan Stanley.

Morgan Stanley’s commodities business will not be required to offer any investment opportunity to us. This business includes or may include in the future (but is not limited to) the ownership (whether directly or indirectly, in whole or in part), financing, hedging, trading, production, storage and delivery of various types of

 

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commodities and commodity-related products and commodity-related assets, including, without limitation, energy (power and capacity), coal, emissions, oil and its byproducts, natural gas, metals and minerals, agricultural products, wind-powered energy, renewables, biodiesels, shipping, transmission, port and storage facilities, conversion facilities or any associated land or other facilities and generation.

Morgan Stanley’s global-structured products business will not be required to offer any investment opportunity to us. This business is a joint venture among Morgan Stanley’s investment banking, fixed income and consolidated equities divisions that pursues structured transactions primarily on behalf of Morgan Stanley.

Morgan Stanley has existing and potential relationships with a significant number of corporations, institutions and individuals. In providing services to its clients, Morgan Stanley may face conflicts of interest with respect to activities recommended to or performed for such clients, on the one hand, and us, the investors or the entities in which we invest, on the other hand. In addition, these client relationships may present conflicts of interest in determining whether to offer certain investment opportunities to us.

In acting as principal or in providing advisory and other services to its other clients, Morgan Stanley may engage in or recommend activities with respect to a particular matter that conflict with or are different from activities engaged in or recommended by the Adviser on our behalf.

To the extent permitted by applicable law, there may be situations in which our interests in a portfolio company may conflict with the interests of one or more general accounts of Morgan Stanley and its affiliates or accounts advised by Morgan Stanley or their affiliates. This may occur because these accounts hold public and private debt and equity securities of a large number of issuers which may be or become portfolio companies, or from whom portfolio companies may be acquired.

Officers and employees of the Adviser or Morgan Stanley may serve as directors of certain portfolio companies and, in that capacity, will be required to make decisions that they consider to be in the best interest of the portfolio company. In certain circumstances, for example in situations involving bankruptcy or near insolvency of the portfolio company, actions that may be in the best interests of the portfolio company may not be in our best interests, and vice versa. In addition, the possibility exists that the companies with which one or more members of the Investment Team or other employees of Morgan Stanley are involved could engage in transactions that would be suitable for us, but in which we might be unable to invest. Accordingly, in these situations, there may be conflicts of interests between such person’s duties as an officer or employee of the Adviser or Morgan Stanley and such person’s duties as a director of the portfolio company.

Morgan Stanley may invest on behalf of itself and/or its Affiliated Investment Accounts in a portfolio company that is a competitor of one of our portfolio companies or that is a service provider, supplier, customer or other counterparty with respect to one of our portfolio companies. In providing advice and recommendations to, or with respect to, such portfolio companies, and in dealing in their securities on behalf of itself or such Affiliated Investment Accounts, to the extent permitted by law, Morgan Stanley will not take into consideration our best interests or the best interests of our portfolio companies. Accordingly, such advice, recommendations and dealings may result in adverse consequences to us or our portfolio companies. In addition, in providing services to such portfolio companies, the Adviser may come into possession of information that it is prohibited from acting on (including on our behalf) even though such action would be in our best interests. See also “” above.

 

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Our portfolio entities may be counterparties to or participants in agreements, transactions or other arrangements with portfolio companies or other entities of portfolio investments of Affiliated Investment Accounts (for example, one of our portfolio entities may retain a company in which an Affiliated Investment Account invests to provide services or may acquire an asset from such company or vice versa). Certain of these agreements, transactions and arrangements involve fees, servicing payments, rebates and/or other benefits to Morgan Stanley or its affiliates. For example, portfolio entities may, including at the encouragement of Morgan Stanley, enter into agreements regarding group procurement and/or vendor discounts. Morgan Stanley and its affiliates may also participate in these agreements and may realize better pricing or discounts as a result of the participation of portfolio entities. To the extent permitted by applicable law, certain of these agreements may provide for commissions or similar payments and/or discounts or rebates to be paid to a portfolio entity of an Affiliated Investment Account, and such payments or discounts or rebates may also be made directly to Morgan Stanley or its affiliates. Under these arrangements, a particular portfolio company or other entity may benefit to a greater degree than the other participants, and the Morgan Stanley funds, investment vehicles and accounts (which may or may not include us) that own an interest in such entity will receive a greater relative benefit from the arrangements than the Morgan Stanley funds, investment vehicles or accounts that do not own an interest therein. Such fees and compensation received by portfolio companies of Affiliated Investment Accounts described above would not be shared with us.

The appropriate allocation of fees and expenses generated in connection with potential portfolio investments that are not consummated with an investment of our assets, including without limitation fees associated with attorney fees and the fees of other professionals, will be determined based on the policies adopted by the Adviser and we are expected to bear our ratable share of such expenses.

To the extent permitted by applicable law and/or the terms of the Order, when we invest in certain companies or other entities, other funds affiliated with the Adviser may have made or may be making an investment in such companies or other entities.

Other funds that have been or may be advised by the Adviser or its affiliated advisers may invest in the companies or other entities in which we have made an investment. Under such circumstances, we and such other funds may have conflicts of interest (e.g., over the terms, exit strategies and related matters, including the exercise of remedies of our respective investments). If the interests held by us are different from (or take priority over) those held by such other funds, the Adviser may be required to make a selection at the time of conflicts between the interests held by such other funds and the interests held by us.

Expenses may be incurred that are attributable to us and one or more other Affiliated Investment Accounts (including in connection with portfolio companies in which we, and such other Affiliated Investment Accounts have overlapping investments). The allocation of such expenses among such entities raises potential conflicts of interest. The Adviser and its affiliates intend to allocate such common expenses among us and any such other Affiliated Investment Accounts on a pro rata basis or in such other manner as may be required by applicable law.

To more efficiently invest short-term cash balances held by us, the Adviser may invest such balances on an overnight “sweep” basis in shares of one or more money market funds or other short-term vehicles. It is anticipated that the investment adviser to these money market funds or other short-term vehicles may be

 

16

affiliated with the Adviser to the extent permitted by applicable law, including Rule under the 1940 Act. In such a case, the affiliated investment adviser will receive asset-based fees in respect of our investment (which will reduce the net return realized by us).

The Adviser may, in its discretion, subject to its determination in its discretion that such transactions are on terms, and subject to applicable law, choose to execute trades with Morgan Stanley acting as agent and charging a commission to us.

Morgan Stanley may also represent creditor or debtor companies in proceedings under Chapter 11 of the U.S. Bankruptcy Code (and equivalent bankruptcy laws) or prior to these proceedings. From time to time, Morgan Stanley may serve on creditor or equity committees. These actions, for which Morgan Stanley may be compensated, may limit or preclude the flexibility that the Company may otherwise have to buy or sell securities issued by those companies, as well as certain other assets.

We may borrow money from multiple lenders, including Morgan Stanley, from time to time as permitted by applicable law. In addition, our portfolio companies also may participate as a counterparty with, or as a counterparty to, Morgan Stanley or an investment vehicle formed by it in connection with currency and interest rate hedging, derivatives (including swaps and forwards of all types), obtaining leverage and other transactions. The Adviser, which is responsible for pursuing our investment objectives, is under control of Morgan Stanley and may encounter conflicts where, for example, a decision regarding the acquisition, holding or disposition of an investment is considered attractive or advantageous for us yet poses a risk of economic loss to Morgan Stanley. If such conflicts arise, potential investors should be aware that, while the Adviser has a fiduciary duty to us, Morgan Stanley may act to protect its own interests to the extent permitted by applicable law ahead of our investment interests. Note that Morgan Stanley’s ability to serve as a lender to us or our portfolio companies or counterparty to our portfolio companies has been and is likely to be restricted by the Volcker Rule.

As of September 30, 2024, Mitsubishi UFJ Financial Group, or MUFG, owns an approximate 23.4% interest in Morgan Stanley on a fully diluted basis. Morgan Stanley and MUFG have agreed to pursue a global strategic alliance and have identified numerous areas of collaboration, including asset management, capital markets and corporate and retail banking. While we may transact business with MUFG and its affiliates to the extent permitted by applicable law, such transactions will be on an basis.

The members of the Investment Team will generally devote such time as Morgan Stanley, in its sole discretion, deems necessary to carry out our operations effectively. The members of the Investment Team may also work on projects for Morgan Stanley (including the MS BDCs and other Affiliated Investment Accounts), and conflicts of interest may arise in allocating management time, services or functions among such affiliates. Certain members of the Investment Team, including senior members thereof, are not expected to be involved in each aspect of the Company, including in evaluating and reviewing certain types of investments made by us. Morgan Stanley (including the Adviser, members of the Investment Team and members of the Investment Committee) will not be precluded from conducting activities unrelated to us.

To the extent permitted by applicable law, we may engage in agency transactions involving Morgan Stanley, and principal cross transactions involving certain funds advised by Morgan Stanley as counterparty, in all cases

 

17

subject to applicable law, including the 1940 Act, the Advisers Act and Dodd-Frank. These transactions may create a conflict of interest between the interests of the Adviser in assuring that we receive the best execution on all transactions and in limiting or reducing the fees paid by us, and its interest in generating profits and fees for Morgan Stanley.

The Investment Committee has principal responsibility for approving new investments and oversight over portfolio construction and management of existing investments. The Investment Committee is composed of senior members of the Investment Team and other Morgan Stanley investment professionals and executives. There is no assurance that all members of the Investment Committee will be present at every meeting of the Investment Committee, or otherwise involved in all decisions of the Investment Committee. Most of the members of the Investment Committee will be involved in business activities of Morgan Stanley other than activities with respect to the Company.

For example, the Investment Committee also serves the Adviser in its capacity as the investment adviser to the MS BDCs. Conflicts of interest may arise between Morgan Stanley or its clients, on the one hand, and us, on the other hand. Members of the Investment Committee may be affected by such conflicts of interest as a result of their other activities for Morgan Stanley. One or more members of the Investment Committee may recuse themselves from attendance at one or more meetings of the Investment Committee or from participation in certain of its activities, with a view to mitigating actual or potential conflicts of interest, even where such individual has relevant knowledge or experience with respect to the matters under consideration that would have assisted the Investment Committee in making its decisions. Also, a member of the Investment Committee may be precluded from attending, or may decide not to attend, meetings of the Investment Committee as a result of regulatory or other requirements affecting such individual. To the extent that one or more members of the Investment Committee does not participate in the meetings or activities of the Investment Committee for any reason, this may result in the Investment Committee making different decisions than those that it would have made had such member(s) participated (including, without limitation, investment decisions), which may have adverse consequences for us. Conversely, a member of the Investment Committee may, to the extent permitted by Morgan Stanley’s internal policies and applicable law, attend and participate in meetings of the Investment Committee notwithstanding that such individual is affected by conflicts of interest as contemplated in this paragraph. In such a case, the Investment Committee may reach different conclusions with respect to matters affecting us (including without limitation investment decisions) than it would have reached had such member either not been affected by such conflict of interest, or had recused himself or herself from participating in such decision, which may have adverse consequences for us. Furthermore, the Adviser may change the composition of the Investment Committee from time to time. There can be no assurance that any replacement members of the Investment Committee will be of comparable experience and seniority to current members of the Investment Committee.

We will be required to establish business relationships with counterparties based on our own credit standing. Morgan Stanley will not have any obligation to allow its credit to be used in connection with our establishment of our business relationships, nor is it expected that our counterparties will rely on the credit of Morgan Stanley in evaluating our creditworthiness.

Certain of our advisors and other service providers, or their affiliates (including accountants, administrators, lenders, bankers, brokers, agents, attorneys, consultants and investment or commercial banking firms) and our portfolio entities also provide goods or services to or have business, personal, political, financial or other relationships with Morgan Stanley, the Adviser or their affiliates. Such advisors and other service providers may

 

18

be investors in us, former employees of Morgan Stanley, affiliates of the Adviser, sources of investment opportunities or or counterparties therewith. Morgan Stanley may receive discounts from such advisors and other service providers due to certain economies of scale. Notwithstanding the foregoing, investment transactions for us that require the use of a service provider will generally be allocated to service providers on the basis of best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that the Adviser believes to be of benefit to us. In certain circumstances, advisors and other service providers, or their affiliates, charge different rates or have different arrangements for services provided to Morgan Stanley, the Adviser or their affiliates as compared to services provided to us and our portfolio entities, which may result in more favorable rates or arrangements than those payable by us or such portfolio entities. In connection with the engagement of any such service provider (including accountants), it is likely that we, the Adviser and our respective affiliates will need to acknowledge that to the fullest extent permitted by law, such service provider does not represent or owe any duty to any investor or to the investors as a group in connection with such retention.

Specified policies and procedures implemented by Morgan Stanley reasonably designed to mitigate potential conflicts of interest and address certain legal and regulatory requirements including money laundering and corruption-related requirements and reflecting the increasing relevance of environmental, social and corporate governance issues (including adoption of an environmental policy statement and a statement on human rights), contractual restrictions and/or reputation-driven concerns may limit the Adviser’s ability to pursue certain investment opportunities and reduce the synergies across Morgan Stanley’s various businesses that we expect to draw on for purposes of pursuing attractive investment opportunities. Because Morgan Stanley has many different principal, asset management and advisory businesses, it is subject to a number of actual, potential and perceived conflicts of interest, greater regulatory oversight and more legal, regulatory and contractual restrictions than those to which it would otherwise be subject if it had just one line of business. In addressing these conflicts and regulatory, legal and contractual requirements across its various businesses, Morgan Stanley has implemented certain policies and procedures (e.g., information walls) and established a global conflicts management office to review conflicts and potential conflicts between various Morgan Stanley businesses, and these may reduce the positive synergies that we expect to utilize for purposes of finding, managing and disposing of attractive investments. For example, Morgan Stanley may come into possession of material information with respect to entities in which we may be considering making an investment. As a consequence, that information, which could be of benefit to us, might become unavailable to us; in some instances, the investment opportunities may no longer be made available to us.

Morgan Stanley has implemented a number of policies impacting us and the Adviser aimed at mitigating franchise risk, preventing money laundering and corruption, and reflecting the increasing relevance of environmental, social and corporate governance issues (including adoption of an environmental policy statement and a statement on human rights

 

19

This prospectus, including the documents we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, may contain forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. For the avoidance of doubt, we are not a subsidiary of, or consolidated with Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any of MS BDCs, even during periods of financial distress. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20

 

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those described or identified in the section entitled “” in this prospectus. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the SEC, including Annual Reports on Form Quarterly Reports on Form and Current Reports on Form

You should understand that under Section 27A(b)(2)(B) of the Securities Act, and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.

 

21

Unless otherwise specified in a prospectus supplement or a free writing prospectus we have authorized for use in connection with a specific offering, we intend to use all or substantially all of the net proceeds from the sale of our securities to invest in portfolio companies in accordance with our investment objective and strategies and for general corporate purposes. We will also pay operating expenses, including management and administrative fees, and may pay other expenses such as due diligence expenses relating to potential new investments, from the net proceeds of any offering of our securities. We may also use a portion of the net proceeds from the sale of our securities to repay indebtedness (which will be subject to reborrowing).

We anticipate that we will use substantially all of the net proceeds of an offering for the above purposes within approximately six months after the completion of any offering of our securities, depending on the availability of appropriate investment opportunities consistent with our investment objective and market conditions. We cannot assure you that we will achieve our targeted investment pace.

Until appropriate investment opportunities can be found, we may also invest the net proceeds of any offering of our securities primarily in cash, cash equivalents, U.S. government securities, money market funds and high-quality debt investments that mature in one year or less from the date of investment. These temporary investments may have lower yields than our targeted investment types and, accordingly, may result in lower distributions, if any, during such period. Our ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering, pending full investment, are held in lower yielding interest-bearing deposits or other short-term instruments. See “” included in our most recent Annual Report on Form as well as any amendments reflected in subsequent filings with the SEC, for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

The supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering.

 

22

 

(1)	Net Asset Value, or NAV, per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2)	Calculated as of the respective high or low closing sales price divided by the quarter-end NAV.

(3)	Represents the dividend or distribution declared in the relevant quarter.

(4)	Includes a special distribution of $0.10 per share payable on October 25, 2024 to holders of record of common stock as of August 5, 2024.

(5)	Includes a special distribution of $0.10 per share payable on January 24, 2025 to holders of record of common stock as of November 4, 2024.

*	NAV has not yet been calculated for this period.

The last reported price for our common stock on November 21, 2024 was $20.63 per share. As of November 21, 2024, we had 6,522 stockholders of record, which did not include stockholders for whom shares are held in “nominee” or “street name”.

Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount or premium to NAV is separate and distinct from the risk that our NAV will decrease.

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SENIOR SECURITIES

Information about our senior securities is shown as of the dates indicated in the below table which is derived from our consolidated financial statements and related notes. Information about our senior securities should be read in conjunction with our audited and unaudited consolidated financial statements and related notes thereto and the section titled “

Management’s Discussion and Analysis of Financial Condition and Results of Operations

” included in our most recent Annual Report on Form

10-K

and Quarterly Reports on Form

10-Q,

as well as any amendments reflected in subsequent filings with the SEC.

 

Class and Period		Total Amount Outstanding Exclusive of Treasury Securities (1)				Asset Coverage per Unit (2)				Liquidating Preference per Unit (3)				Average Market Value per Unit
		($in thousands)				($in thousands)
2025 Notes
September 30, 2024 (unaudited)		$	275,000				2,000				—				N/A	(4)
December 31, 2023		$	275,000				2,146				—				N/A	(4)
December 31, 2022		$	275,000				1,912				—				N/A	(4)
2027 Notes
September 30, 2024 (unaudited)		$	425,000				2,000				—				N/A	(4)
December 31, 2023		$	425,000				2,146				—				N/A	(4)
December 31, 2022		$	425,000				1,912				—				N/A	(4)
2029 Notes
September 30, 2024 (unaudited)		$	350,000				2,000				—				N/A	(4)
Truist Credit Facility
September 30, 2024 (unaudited)		$	545,987				2,000				—				N/A	(4)
December 31, 2023		$	520,263				2,146				—				N/A	(4)
December 31, 2022		$	432,254				1,912				—				N/A	(4)
December 31, 2021		$	476,000				1,951				—				N/A	(4)
BNP Funding Facility
September 30, 2024 (unaudited)		$	246,000				2,000				—				N/A	(4)
December 31, 2023		$	282,000				2,146				—				N/A	(4)
December 31, 2022		$	400,000				1,912				—				N/A	(4)
December 31, 2021		$	463,500				1,951				—				N/A	(4)
December 31, 2020		$	0				—				—				N/A	(4)
CIBC Subscription Facility
September 30, 2024 (unaudited)		$	—				—				—				N/A	(4)
December 31, 2023		$	—				—				—				N/A	(4)
December 31, 2022		$	—				—				—				N/A	(4)
December 31, 2021		$	310,350				1,951				—				N/A	(4)
December 31, 2020		$	333,850				1,903				—				N/A	(4)
December 31, 2019		$	0				—				—				N/A	(4)

 

(1)	Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)	The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)	Not applicable because the senior securities are not registered for public trading on a stock exchange.

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•

the Adviser’s general qualifications to serve as our investment adviser, including its history, organization, ownership structure, operations and financial position;

•

key personnel of the Adviser and their qualifications, abilities, education, experience and professional accomplishments, the compensation structure of the portfolio managers and the ability of the Adviser to attract and retain high-caliber professionals;

•

the Adviser’s advisory experience and the performance of affiliated fund products;

•

the terms of the Investment Advisory Agreement as well as information on all fees to be paid by us in connection with our advisory arrangements, including “fall-out” and indirect benefits expected potentially to be derived by the Adviser and/or affiliates in connection with the advisory arrangements, profitability to the Adviser of the advisory relationship, the potential for economies of scale, management and other fees associated with the advisory arrangements in comparison to comparable funds’ management and other fees;

•

compliance and related matters, including the Adviser’s compliance policies and procedures, responses to regulatory developments and risk monitoring and management, including management of cybersecurity risk; and

•

legal matters, including any relevant litigation, investigation or examinations, potential conflicts of interest and insurance arrangements.

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each person known to us to beneficially own more than 5.0% of the outstanding shares of our common stock;

•

each of our directors and executive officers; and

•

all of our directors and executive officers as a group.

Name of Individual or Identity of Group

Number of Shares of Common Stock Beneficially Owned (1)

Percent of Common Stock Beneficially Owned (1)

Dollar Range of Equity Securities Beneficially Owned (2)(3)

Aggregate Dollar Range of Equity Securities Beneficially Owned in the Fund Complex (2)(4)(5)

Directors and Executive Officers:

Interested Directors

David N. Miller (6)

12,168

*

Over $100,000

Over $100,000

Jeffrey S. Levin

48,599

*

Over $100,000

Over $100,000

Independent Directors

Joan Binstock (7)

32,666

*

Over $100,000

Over $100,000

Bruce D. Frank (8)

3,695

*

$50,001 - $100,000

Over $100,000

Kevin Shannon

24,079

*

Over $100,000

Over $100,000

Adam Metz (9)

48,505

*

Over $100,000

Over $100,000

Executive Officers Who Are Not Directors

Orit Mizrachi

4,867

*

Over $100,000

Over $100,000

Michael Occi

7,500

*

Over $100,000

Over $100,000

David Pessah

2,000

*

$10,001 - $50,000

$10,001 - $50,000

Gauranga Pal

—

—

None

None

Jonathan Frohlinger

—

—

None

None

All Directors and Executive Officers as a Group (eleven persons)

184,079

*

Over $100,000

Over $100,000

Beneficial Ownership of 5% or More:

MS Credit Partners Holdings Inc. (10)

9,727,311

11.0

%

Over $100,000

Over $100,000

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*	Represents less than 1.0% of the issued and outstanding shares of our common stock.

(1)

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Assumes no other purchases or sales of our common stock since the most recently available SEC filings. This assumption has been made under the rules and regulations of the SEC and does not reflect any knowledge that we have with regard to the present intent of the beneficial owners of our common stock listed in this table.

(2)	The dollar ranges used in the above table are: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000, or over $100,000.

(3)	The dollar ranges for the Company were determined using the number of shares beneficially owned as of November 21, 2024 multiplied by the closing sales price of the Company’s common stock as reported on the New York Stock Exchange, or the NYSE, on November 21, 2024.

(4)

The “Fund Complex” consists of the Company, T Series Middle Market Loan Fund LLC, or T Series, North Haven Private Income Fund LLC, or PIF, North Haven Private Income Fund A LLC, or PIF A, LGAM Private Credit LLC, or LGAM, and SL Investment Fund II LLC, or SLIF II, each a MS BDC that has the same investment adviser as the Company.

(5)

The dollar ranges for PIF were determined using the number of units that were beneficially owned as of September 30, 2024, multiplied by $19.00 per unit, which was the net asset value per unit as of September 30, 2024. The dollar ranges for SLIF II were determined using the number of units that were beneficially owned as of September 30, 2024, multiplied by $19.97 per unit, which was the net asset value per unit as of September 30, 2024. No shares of common stock of T Series, PIF A or LGAM were beneficially owned by any Director or Director nominee as of September 30, 2024.

(6)	Mr. Miller is the owner of the MSSB C/F David Nathan Miller IRA, which owns the reported securities.

(7)	Ms. Binstock is the grantor and trustee of the Joan A Binstock Revocable Trust, which owns the reported securities. Ms. Binstock disclaims beneficial ownership of shares of common stock held by the Joan A Binstock Revocable Trust, except to the extent of her pecuniary interest therein.

(8)	Mr. Frank is the owner of the MSSB C/F Bruce Frank IRA, which owns the reported securities.

(9)	Mr. Metz is the settlor and trustee of the Adam Metz 2006 Trust, which owns the reported securities. Mr. Metz disclaims beneficial ownership of shares of common stock held by the Adam Metz 2006 Trust, except to the extent of his pecuniary interest therein.

(10)

MS Credit Partners Holdings Inc., a Delaware corporation, is a wholly owned subsidiary of MS Holdings Incorporated, a Delaware corporation, which is a wholly owned subsidiary of Morgan Stanley, a Delaware corporation. The address of each of MS Credit Partners Holdings Inc., MS Holdings Incorporated, and Morgan Stanley is 1585 Broadway, New York, NY 10036. Morgan Stanley has no obligation, contractual or otherwise, to financially support the Company. Morgan Stanley has no history of financially supporting any of the MS BDCs, even during periods of financial distress.

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Investments-non-controlled/ non-affiliated		Address		Industry		Type of Investment		Reference Rate and Spread		Interest Rate				Maturity Date				% of Class				Par Amount/ Shares				Cost				Fair Value
Jonathan Acquisition Company		Irvine Technology Center, 250 Commerce Suite 100, Irvine, CA 92602		Aerospace & Defense		First Lien Debt		S + 5.00%			9.70	%			12/22/2026								3,398				3,349				3,380
Mantech International CP		2251 Corporate Park Drive Herndon, VA 20171		Aerospace & Defense		First Lien Debt		S + 5.00%			10.25	%			9/14/2029								4,204				4,200				4,204
Mantech International CP		2251 Corporate Park Drive Herndon, VA 20171		Aerospace & Defense		First Lien Debt		S + 5.00%			10.25	%			9/14/2029								—				(1	)			—
Mantech International CP		2251 Corporate Park Drive Herndon, VA 20171		Aerospace & Defense		First Lien Debt		S + 5.00%			10.25	%			9/14/2028								—				(1	)			—
PCX Holding Corp.		300 Fenn Rd, Newington, CT 06111		Aerospace & Defense		First Lien Debt		S + 6.25%			11.00	%			4/22/2027								17,908				17,820				16,629
PCX Holding Corp.		300 Fenn Rd, Newington, CT 06111		Aerospace & Defense		First Lien Debt		S + 6.25%			11.00	%			4/22/2027								18,032				17,846				16,745
PCX Holding Corp.		300 Fenn Rd, Newington, CT 06111		Aerospace & Defense		First Lien Debt		S + 6.25%			11.00	%			4/22/2027								1,851				1,843				1,719
Two Six Labs, LLC		901 N Stuart St, Arlington, VA 22203		Aerospace & Defense		First Lien Debt		S + 5.25%			9.86	%			8/20/2027								34,454				33,988				34,226
Two Six Labs, LLC		901 N Stuart St, Arlington, VA 22203		Aerospace & Defense		First Lien Debt		S + 5.25%			9.86	%			8/20/2027								4,215				4,150				4,140
Two Six Labs, LLC		901 N Stuart St, Arlington, VA 22203		Aerospace & Defense		First Lien Debt		S + 5.25%			9.86	%			8/20/2027								—				(21	)			(25	)
AGI-CFI Holdings, Inc.		9130 S Dadeland Blvd Datran 2 Suite 1801, Miami FL 33156		Air Freight & Logistics		First Lien Debt		S + 5.75%			10.52	%			6/11/2027								14,154				13,981				14,154
RoadOne IntermodaLogistics		1 Kellaway Drive Randolph, MA 02368		Air Freight & Logistics		First Lien Debt		S + 6.25%			11.10	%			12/29/2028								1,643				1,605				1,607
RoadOne IntermodaLogistics		1 Kellaway Drive Randolph, MA 02368		Air Freight & Logistics		First Lien Debt		S + 6.25%			11.10	%			12/29/2028								151				147				147
RoadOne IntermodaLogistics		1 Kellaway Drive Randolph, MA 02368		Air Freight & Logistics		First Lien Debt		S + 6.25%			11.10	%			12/29/2028								20				13				13
Continental Battery Company		Corporate Headquarters, 8585 N Stemmons Frwy., Floor 6, Dallas, TX 75247		Automobile Components		First Lien Debt		S + 7.00% (incl. 4.08% PIK)			11.75	%			1/20/2027								6,406				6,342				4,783
Randy’s Holdings, Inc.		10411 Airport Road, Suite 200 Everett, WA 98204		Automobile Components		First Lien Debt		S + 6.25%			11.56	%			11/1/2028								6,625				6,476				6,620
Randy’s Holdings, Inc.		10411 Airport Road, Suite 200 Everett, WA 98204		Automobile Components		First Lien Debt		S + 6.25%			11.56	%			11/1/2028								666				634				664
Randy’s Holdings, Inc.		10411 Airport Road, Suite 200 Everett, WA 98204		Automobile Components		First Lien Debt		S + 6.25%			11.56	%			11/1/2028								208				190				207
Sonny’s Enterprises, LLC		5605 Hiatus Road Tamarac, FL 33321		Automobile Components		First Lien Debt		S + 5.25%			10.53	%			8/5/2028								45,665				45,189				45,382
Sonny’s Enterprises, LLC		5605 Hiatus Road Tamarac, FL 33321		Automobile Components		First Lien Debt		S + 5.25%			10.53	%			8/5/2028								113				103				104
Spectrum Automotive Holdings Corp.		302 Bridges Rd Suite 240, Fairfield, NJ 07004		Automobile Components		First Lien Debt		S + 5.25%			9.85	%			6/29/2028								23,230				23,017				22,951
Spectrum Automotive Holdings Corp.		302 Bridges Rd Suite 240, Fairfield, NJ 07004		Automobile Components		First Lien Debt		S + 5.25%			9.85	%			6/29/2028								6,427				6,299				6,236
Spectrum Automotive Holdings Corp.		302 Bridges Rd Suite 240, Fairfield, NJ 07004		Automobile Components		First Lien Debt		S + 5.25%			9.85	%			6/29/2027								—				(6	)			(11	)
ARI Network Services, Inc.		26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070		Automobiles		First Lien Debt		S + 5.00%			9.85	%			8/28/2026								20,666				20,492				20,575
ARI Network Services, Inc.		26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070		Automobiles		First Lien Debt		S + 5.00%			9.85	%			8/28/2026								3,566				3,536				3,550
ARI Network Services, Inc.		26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070		Automobiles		First Lien Debt		S + 5.00%			9.85	%			8/28/2026								1,380				1,372				1,366

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Investments-non-controlled/ non-affiliated		Address		Industry		Type of Investment		Reference Rate and Spread		Interest Rate				Maturity Date				% of Class				Par Amount/ Shares				Cost				Fair Value
COP Collisionright Parent, LLC		6767 Longshore St 4th Floor, Dublin, OH 43017		Automobiles		First Lien Debt		S + 5.50%			10.75	%			1/29/2030								6,380				6,263				6,286
COP Collisionright Parent, LLC		6767 Longshore St 4th Floor, Dublin, OH 43017		Automobiles		First Lien Debt		S + 5.50%			10.75	%			1/29/2030								1,165				1,121				1,111
COP Collisionright Parent, LLC		6767 Longshore St 4th Floor, Dublin, OH 43017		Automobiles		First Lien Debt		S + 5.50%			10.75	%			1/29/2030								154				136				139
Drivecentric Holdings, LLC		12900 Maurer Industrial Drive, Saint Louis, MO 63127, United States		Automobiles		First Lien Debt		S + 4.75%			9.87	%			8/15/2031								26,470				26,209				26,209
Drivecentric Holdings, LLC		12900 Maurer Industrial Drive, Saint Louis, MO 63127, United States		Automobiles		First Lien Debt		S + 4.75%			9.87	%			8/15/2031								—				(35	)			(35	)
LeadVenture, Inc.		26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070		Automobiles		First Lien Debt		S + 5.00%			9.85	%			8/28/2026								368				360				360
Turbo Buyer, Inc.		25541 Commercentre Drive, Suite 100, Lake Forest CA 92630		Automobiles		First Lien Debt		S + 6.00%			10.75	%			12/2/2025								37,267				37,045				35,641
Turbo Buyer, Inc.		25541 Commercentre Drive, Suite 100, Lake Forest CA 92630		Automobiles		First Lien Debt		S + 6.00%			10.75	%			12/2/2025								37,450				37,180				35,816
Vehlo Purchaser, LLC		2035 Lakeside Centre Way Suite 200 Knoxville, TN 37922		Automobiles		First Lien Debt		S + 5.25%			10.49	%			5/24/2028								2,936				2,909				2,911
Vehlo Purchaser, LLC		2035 Lakeside Centre Way Suite 200 Knoxville, TN 37922		Automobiles		First Lien Debt		S + 5.25%			10.49	%			5/24/2028								713				626				587
Vehlo Purchaser, LLC		2035 Lakeside Centre Way Suite 200 Knoxville, TN 37922		Automobiles		First Lien Debt		S + 5.25%			10.49	%			5/24/2028								14				13				13
GraphPad Software, LLC		2365 Northside Dr., Suite 560, San Diego, CA 92108		Biotechnology		First Lien Debt		S + 4.75%			9.35	%			6/30/2031								26,891				26,761				26,892
GraphPad Software, LLC		2365 Northside Dr., Suite 560, San Diego, CA 92108		Biotechnology		First Lien Debt		S + 4.75%			9.35	%			6/30/2031								798				760				798
GraphPad Software, LLC		2365 Northside Dr., Suite 560, San Diego, CA 92108		Biotechnology		First Lien Debt		S + 4.75%			9.35	%			6/30/2031								—				(14	)			—
Project Potter Buyer, LLC		6750 Crosby Court Dublin, OH 43016		Building Products		First Lien Debt		S + 6.00%			10.60	%			4/23/2027								13,653				13,653				13,653
Project Potter Buyer, LLC		6750 Crosby Court Dublin, OH 43016		Building Products		First Lien Debt		S + 6.00%			10.60	%			4/23/2026								—				—				—
Tank Holding Corp.		4365 Steiner Street, St. Bonifacius, MN, 55375		Chemicals		First Lien Debt		S + 5.75%			10.52	%			3/31/2028								15,594				15,373				15,297
Tank Holding Corp.		4365 Steiner Street, St. Bonifacius, MN, 55375		Chemicals		First Lien Debt		S + 5.75%			10.52	%			3/31/2028								332				322				324
Tank Holding Corp.		4365 Steiner Street, St. Bonifacius, MN, 55375		Chemicals		First Lien Debt		S + 5.75%			10.52	%			3/31/2028								567				557				551
V Global Holdings, LLC		201 North Illinois Street, Suite 1800, Indianapolis, IN 46204		Chemicals		First Lien Debt		S + 5.75%			10.96	%			12/22/2027								4,817				4,755				4,505
V Global Holdings, LLC		201 North Illinois Street, Suite 1800, Indianapolis, IN 46204		Chemicals		First Lien Debt		S + 5.75%			10.96	%			12/22/2025								513				508				469
365 Retail Markets, LLC		1743 Maplelawn Drive, Troy, MI, Oakland County		Commercial Services & Supplies		First Lien Debt		S + 4.75%			10.23	%			12/23/2026								16,973				16,834				16,972
365 Retail Markets, LLC		1743 Maplelawn Drive, Troy, MI, Oakland County		Commercial Services & Supplies		First Lien Debt		S + 4.75%			10.23	%			12/23/2026								5,446				5,412				5,445
Apryse Software Corp.		500-838 West Hastings Street, Vancouver, British Columbia, Canada		Commercial Services & Supplies		First Lien Debt		S + 5.00%			10.25	%			7/15/2027								39,455				39,077				39,313
Atlas Us Finco, Inc.		Level 4 Tower One 100 Barangaroo Ave, Sydney, New South Wales, 2000, Australia		Commercial Services & Supplies		First Lien Debt		S + 5.75%			11.03	%			12/9/2029								8,993				8,818				8,993
Atlas Us Finco, Inc.		Level 4 Tower One 100 Barangaroo Ave, Sydney, New South Wales, 2000, Australia		Commercial Services & Supplies		First Lien Debt		S + 5.75%			11.03	%			12/9/2028								—				(4	)			—
BPG Holdings IV Corp.		975 Spaulding Ave, Suite C, Ada, MI 49301		Commercial Services & Supplies		First Lien Debt		S + 6.00%			10.60	%			7/29/2029								11,559				10,956				10,574
Consor Intermediate II, LLC		6505 Blue Lagoon Drive, Suite 470, Miami, FL 33126		Commercial Services & Supplies		First Lien Debt		S + 4.75%			9.35	%			5/12/2031								5,034				4,986				4,991
Consor Intermediate II, LLC		6505 Blue Lagoon Drive, Suite 470, Miami, FL 33126		Commercial Services & Supplies		First Lien Debt		S + 4.75%			9.35	%			5/12/2031								—				(22	)			(39	)
Consor Intermediate II, LLC		6505 Blue Lagoon Drive, Suite 470, Miami, FL 33126		Commercial Services & Supplies		First Lien Debt		S + 4.75%			9.35	%			5/12/2031								—				(12	)			(10	)
CRCI Longhorn Holdings, Inc.		6504 Bridge Point Parkway, Suite 425, Austin, TX 78730		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.85	%			8/27/2031								9,882				9,784				9,784
CRCI Longhorn Holdings, Inc.		6504 Bridge Point Parkway, Suite 425, Austin, TX 78730		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.85	%			8/27/2031								—				(12	)			(12	)
CRCI Longhorn Holdings, Inc.		6504 Bridge Point Parkway, Suite 425, Austin, TX 78730		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.85	%			8/27/2031								824				807				807
Encore Holdings, LLC		70 Bacon Street, Pawtucket, RI 02860		Commercial Services & Supplies		First Lien Debt		S + 5.25%			10.20	%			11/23/2028								1,817				1,796				1,803
Encore Holdings, LLC		70 Bacon Street, Pawtucket, RI 02860		Commercial Services & Supplies		First Lien Debt		S + 5.25%			10.20	%			11/23/2028								10,383				10,214				10,216

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Investments-non-controlled/ non-affiliated		Address		Industry		Type of Investment		Reference Rate and Spread		Interest Rate				Maturity Date				% of Class				Par Amount/ Shares				Cost				Fair Value
Encore Holdings, LLC		70 Bacon Street, Pawtucket, RI 02860		Commercial Services & Supplies		First Lien Debt		S + 4.00%			12.00	%			11/23/2027								—				(5	)			(4	)
Energy Labs Holdings Corp.		8850 Interchange Drive Houston, TX 77054		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.95	%			4/7/2028								468				463				461
Energy Labs Holdings Corp.		8850 Interchange Drive Houston, TX 77054		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.95	%			4/7/2028								36				32				29
Energy Labs Holdings Corp.		8850 Interchange Drive Houston, TX 77054		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.95	%			4/7/2028								—				(3	)			(3	)
FLS Holding, Inc.		171 17th St. NW, Suite 1050, Atlanta, GA 30363		Commercial Services & Supplies		First Lien Debt		S + 5.25%			10.31	%			12/15/2028								18,881				18,626				17,378
FLS Holding, Inc.		171 17th St. NW, Suite 1050, Atlanta, GA 30363		Commercial Services & Supplies		First Lien Debt		S + 5.25%			10.31	%			12/15/2028								4,427				4,365				4,075
FLS Holding, Inc.		171 17th St. NW, Suite 1050, Atlanta, GA 30363		Commercial Services & Supplies		First Lien Debt		S + 5.25%			10.31	%			12/17/2027								901				882				758
Ground Penetrating Radar Systems, LLC		5217 Monroe St. Suite A Toledo, OH 43623		Commercial Services & Supplies		First Lien Debt		S + 5.75%			10.83	%			4/2/2031								20,512				20,219				20,337
Ground Penetrating Radar Systems, LLC		5217 Monroe St. Suite A Toledo, OH 43623		Commercial Services & Supplies		First Lien Debt		S + 5.75%			10.83	%			4/2/2031								—				(54	)			(66	)
Ground Penetrating Radar Systems, LLC		5217 Monroe St. Suite A Toledo, OH 43623		Commercial Services & Supplies		First Lien Debt		S + 4.75%			12.75	%			4/2/2031								391				354				369
Helios Service Partners, LLC		920 Broadway, Floor 8, New York, NY		Commercial Services & Supplies		First Lien Debt		S + 6.25%			10.87	%			3/19/2027								6,807				6,683				6,799
Helios Service Partners, LLC		920 Broadway, Floor 8, New York, NY		Commercial Services & Supplies		First Lien Debt		S + 6.25%			10.87	%			3/19/2027								10,449				10,199				10,401
Helios Service Partners, LLC		920 Broadway, Floor 8, New York, NY		Commercial Services & Supplies		First Lien Debt		S + 6.25%			10.87	%			3/19/2027								258				236				256
Hercules Borrower, LLC		412 Georgia Avenue #300, Chattanooga, TN 37403		Commercial Services & Supplies		First Lien Debt		S + 5.25%			9.95	%			12/15/2026								479				456				451
HSI Halo Acquisition, Inc.		6136 Frisco Square Boulevard, Suite 285, Frisco, TX 75034		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.85	%			6/30/2031								13,587				13,455				13,587
HSI Halo Acquisition, Inc.		6136 Frisco Square Boulevard, Suite 285, Frisco, TX 75034		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.85	%			6/30/2031								563				547				563
HSI Halo Acquisition, Inc.		6136 Frisco Square Boulevard, Suite 285, Frisco, TX 75034		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.85	%			6/28/2030								—				(21	)			—
Iris Buyer, LLC		1501 Yamato Road, Boca Raton, Florida 33431		Commercial Services & Supplies		First Lien Debt		S + 6.25%			11.50	%			10/2/2030								6,955				6,783				6,902
Iris Buyer, LLC		1501 Yamato Road, Boca Raton, Florida 33431		Commercial Services & Supplies		First Lien Debt		S + 6.25%			11.50	%			10/2/2030								656				636				648
Iris Buyer, LLC		1501 Yamato Road, Boca Raton, Florida 33431		Commercial Services & Supplies		First Lien Debt		S + 6.25%			11.50	%			10/2/2029								—				(23	)			(8	)
PDFTron Systems, Inc.		500-838 West Hastings Street, Vancouver, British Columbia, Canada		Commercial Services & Supplies		First Lien Debt		S + 5.00%			10.25	%			7/15/2026								5,133				5,078				5,106
Procure Acquireco, Inc. (Procure Analytics)		3101 Towercreek, Parkway, Suite 500 Atlanta, GA, Cobb County		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.99	%			12/20/2028								3,859				3,807				3,859
Procure Acquireco, Inc. (Procure Analytics)		3101 Towercreek, Parkway, Suite 500 Atlanta, GA, Cobb County		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.99	%			12/20/2028								191				188				191
Procure Acquireco, Inc. (Procure Analytics)		3101 Towercreek, Parkway, Suite 500 Atlanta, GA, Cobb County		Commercial Services & Supplies		First Lien Debt		S + 5.00%			9.99	%			12/20/2028								—				(3	)			—
Pye-Barker Fire & Safety, LLC		2500 Northwinds Parkway, Suite 200, Alpharetta, GA 30009		Commercial Services & Supplies		First Lien Debt		S + 4.50%			9.10	%			5/26/2031								26,325				26,325				26,325
Pye-Barker Fire & Safety, LLC		2500 Northwinds Parkway, Suite 200, Alpharetta, GA 30009		Commercial Services & Supplies		First Lien Debt		S + 4.50%			9.10	%			5/26/2031								635				581				635
Pye-Barker Fire & Safety, LLC		2500 Northwinds Parkway, Suite 200, Alpharetta, GA 30009		Commercial Services & Supplies		First Lien Debt		S + 4.50%			9.10	%			5/24/2030								456				421				456
Routeware, Inc.		16525 SW 72nd Ave, Portland, OR 97224		Commercial Services & Supplies		First Lien Debt		S + 5.25%			10.11	%			9/18/2031								3,182				3,150				3,150
Routeware, Inc.		16525 SW 72nd Ave, Portland, OR 97224		Commercial Services & Supplies		First Lien Debt		S + 5.25%			10.11	%			9/18/2031								—				(7	)			(7	)
Routeware, Inc.		16525 SW 72nd Ave, Portland, OR 97224		Commercial Services & Supplies		First Lien Debt		S + 5.25%			10.11	%			9/18/2031								—				(3	)			(3	)
Sherlock Buyer Corp.		5000 Corporate Court, Suite 203, Holtsville, New York 11742		Commercial Services & Supplies		First Lien Debt		S + 5.75%			10.45	%			12/8/2028								10,866				10,719				10,866
Sherlock Buyer Corp.		5000 Corporate Court, Suite 203, Holtsville, New York 11742		Commercial Services & Supplies		First Lien Debt		S + 5.75%			10.45	%			12/8/2027								—				(14	)			—
Surewerx Purchaser III, Inc.		49 Schooner Street, Coquitlam, BC V3K 0B3		Commercial Services & Supplies		First Lien Debt		S + 5.25%			9.85	%			12/28/2029								5,406				5,273				5,385
Surewerx Purchaser III, Inc.		49 Schooner Street, Coquitlam, BC V3K 0B3		Commercial Services & Supplies		First Lien Debt		S + 5.25%			9.85	%			12/28/2029								CAD256				186				189
Surewerx Purchaser III, Inc.		49 Schooner Street, Coquitlam, BC V3K 0B3		Commercial Services & Supplies		First Lien Debt		S + 5.25%			9.85	%			12/28/2029								—				(17	)			(4	)
Surewerx Purchaser III, Inc.		49 Schooner Street, Coquitlam, BC V3K 0B3		Commercial Services & Supplies		First Lien Debt		S + 5.25%			9.85	%			12/28/2028								648				625				644
Sweep Purchaser, LLC		4141 Rockside Road, Suite 100, Cleveland, OH 44131		Commercial Services & Supplies		First Lien Debt		S + 5.75% PIK			10.80	%			6/30/2027								5,985				5,985				5,985