UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2020 

Morgan Stanley Direct Lending Fund

(Exact name of registrant as specified in its charter)

1 (888) 454-3965

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company     x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     x

Item 1.01. Entry into a Material Definitive Agreement.

On February 3, 2020, Morgan Stanley Direct Lending Fund (the “Company”) entered into an amendment (the “First Amendment”) to that certain Credit Agreement (the “CIBC Subscription Facility”), dated as of December 31, 2019 by and among the Company, CIBC Bank USA, as administrative agent and arranger, and the financial institutions party thereto, as lenders. The First Amendment, among other things, increased the borrowing capacity under the CIBC Subscription Facility from $100 million to $325 million. All other material terms of the CIBC Subscription Facility remain unchanged.

The description above is only a summary of the First Amendment and is qualified in its entirety by reference to a copy of the First Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.