Morgan Stanley Direct Lending Fund - FORM 10-Q

Attached files

file	filename
EX-32.2 - EX-32.2 - Morgan Stanley Direct Lending Fund	a2021331exhibit322.htm
EX-32.1 - EX-32.1 - Morgan Stanley Direct Lending Fund	a2021331exhibit321.htm
EX-31.2 - EX-31.2 - Morgan Stanley Direct Lending Fund	a2021331exhibit312.htm
EX-31.1 - EX-31.1 - Morgan Stanley Direct Lending Fund	a2021331exhibit311.htm

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______________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________________

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2021

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01332

Morgan Stanley Direct Lending Fund

(Exact name of registrant as specified in its charter)


Delaware						84-2009506
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1585 Broadway						10036
New York, NY						(Zip Code)
(Address of principal executive offices)

1 (212) 761-4000

(Registrant's telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐			Accelerated filer ☐
Non-accelerated filer ☒			Smaller reporting company ☐
Emerging growth company ☒

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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 10, 2021, the Registrant had 24,371,291 shares of common stock, $0.001 par value, outstanding.

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MORGAN STANLEY DIRECT LENDING FUND

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Part I. Financial Information
Item 1.	Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm	3
	Consolidated Statements of Assets and Liabilities as of March 31, 2021 (Unaudited) and December 31, 2020	4
	Consolidated Statements of Operations for the three months ended March 31, 2021 and March 31, 2020 (Unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2021 and March 31, 2020 (Unaudited)	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and March 31, 2020 (Unaudited)	7
	Consolidated Schedule of Investments as of March 31, 2021 (Unaudited) and December 31, 2020	8
	Notes to Consolidated Financial Statements (Unaudited)	22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55
Item 4.	Controls and Procedures	57
Part II. Other Information
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Morgan Stanley Direct Lending Fund

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated statements of assets and liabilities of Morgan Stanley Direct Lending Fund and subsidiaries (the "Company") including the consolidated schedule of investments, as of March 31, 2021, and the related consolidated statements of operations, changes in net assets and cash flows for the three-month periods ended March 31, 2021 and 2020, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities of the Company including the consolidated schedule of investments as of December 31, 2020, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein) and in our report dated March 19, 2021, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statements of assets and liabilities as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated statements of assets and liabilities from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/Deloitte & Touche LLP

New York, NY

May 10, 2021

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Morgan Stanley Direct Lending Fund

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share data)


	As of March 31, 2021		As of December 31, 2020
Assets	(unaudited)
Non-controlled/non-affiliated investments, at fair value (amortized cost of $937,829 and $631,473 at March 31, 2021 and December 31, 2020, respectively)	$	947,979	$	636,981
Cash	64,154		11,263
Deferred financing costs	7,605		5,987
Deferred offering costs	—		18
Subscription receivable	210		—
Interest receivable from non-controlled/non-affiliated investments	3,698		2,280
Receivable for investments sold	100		79
Prepaid expenses and other assets	149		198
Total assets	$	1,023,895	$	656,806

Liabilities
Debt	$	592,350	$	333,850
Payable for investments purchased	17,735		—
Payable to affiliate (Note 3)	2,571		1,860
Financing costs payable	3,850		3,925
Dividend payable	8,570		9,165
Management fee payable	492		295
Incentive fees payable	4,082		2,889
Interest payable	1,909		1,154
Accrued expenses and other liabilities	2,123		2,048
Total liabilities	$	633,682	$	355,186

Commitments and Contingencies (Note 7)

Net Assets
Common stock, par value $0.001 per share (100,000,000 shares authorized and 19,044,414 and 15,024,425 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively)	$	19	$	15
Paid-in capital in excess of par value	379,361		296,903
Subscribed but unissued shares (Note 8)	110,000		—
Subscriptions receivable (Note 8)	(110,000)		—
Distributable earnings (accumulated losses)	10,833		4,702
Total net assets	$	390,213	$	301,620
Total liabilities and net assets	$	1,023,895	$	656,806
Net asset value per share	$	20.49	$	20.08

The accompanying notes are an integral part of these consolidated financial statements

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Morgan Stanley Direct Lending Fund

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)


	Three months ended March 31, 2021		Three months ended March 31, 2020
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	14,956	$	917
Payment-in-kind interest income	188		—
Other income	2,201		6
Total investment income	17,345		923

Expenses:
Interest expense	2,758		419
Management fees	1,967		66
Income based incentive fee	2,306		—
Capital gains incentive fee	812		—
Organization and offering costs	39		181
Professional fees	492		162
Directors’ fees	82		87
Administrative service fees	50		36
General and other expenses	239		21
Total expenses	8,745		972
Expense support (Note 3)	11		(109)
Management fees waiver (Note 3)	(1,475)		(49)
Net expenses	7,281		814
Net investment income (loss) before taxes	10,064		109
Excise tax expense	5		—
Net investment income/(loss)	10,059		109





Net change in unrealized appreciation (depreciation) of non-controlled/non-affiliated investments	4,642		(3,790)

Net increase (decrease) in net assets resulting from operations	$	14,701	$	(3,681)

Per share information—basic and diluted
Net investment income (loss) per share (basic and diluted):	$	0.59	$	0.04
Net earnings per share (basic and diluted):	$	0.87	$	(1.19)
Weighted average shares outstanding (basic and diluted) (Note 9):	16,955,606		3,091,766
Dividend declared per share	$	0.45	$	—

The accompanying notes are an integral part of these consolidated financial statements

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Morgan Stanley Direct Lending Fund

Consolidated Statements of Changes in Net Assets (Unaudited)

(In thousands, except share data)


	Three months ended March 31, 2021		Three months ended March 31, 2020
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)	$	10,059	$	109

Net change in unrealized appreciation (depreciation)	4,642		(3,790)
Net increase (decrease) in net assets resulting from operations	14,701		(3,681)

Capital transactions:
Issuance of common stock	80,000		102,448
Reinvestment of dividends	2,462		—
Dividend declared	(8,570)		—
Net increase (decrease) in net assets resulting from capital transactions	73,892		102,448
Total increase (decrease) in net assets	88,593		98,767
Net assets at beginning of period	301,620		(1,121)
Net assets at end of period	$	390,213	$	97,646

The accompanying notes are an integral part of these consolidated financial statements

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Morgan Stanley Direct Lending Fund

Consolidated Statements of Cash Flows (Unaudited)

(In thousands, except share and per share data)


	Three months ended March 31, 2021		Three months ended March 31, 2020
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	14,701	$	(3,681)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments	(4,642)		3,790

Net accretion of discount and amortization of premium	(1,267)		(23)
Payment-in-kind interest capitalized	(190)		—
Amortization of deferred financing cost	541		172
Amortization of offering cost	24		51
Purchases of investments and change in payable for investments purchased	(329,692)		(83,101)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold	42,507		97
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable from non-controlled/non-affiliated investments	(1,418)		(269)
(Increase) decrease in prepaid expenses and other assets	49		66

(Decrease) increase in payable to affiliate	711		(627)
(Decrease) increase in management fees payable	197		16
(Decrease) increase in incentive fees payable	1,193		—


(Decrease) increase in interest payable	755		133
(Decrease) increase in accrued expenses and other liabilities	75		312
Net cash provided by (used in) operating activities	(276,456)		(83,064)

Cash flows from financing activities:
Borrowings on credit facilities	305,500		119,000
Repayments on credit facilities	(47,000)		(3,000)
Deferred financing costs paid	(2,234)		(655)
Dividends paid in cash	(6,703)		—
Proceeds from issuance of common shares	79,790		101,779
Offering costs paid	(6)		(26)
Net cash provided by (used in) financing activities	329,347		217,098
Net increase (decrease) in cash and cash equivalents	52,891		134,034
Cash and cash equivalents, beginning of period	11,263		35
Cash and cash equivalents, end of period	$	64,154	$	134,069

Supplemental information and non-cash activities:
Interest paid during the period	$	1,435	$	—
Accrued but unpaid deferred financing costs during the period	$	1,131	$	1,638
Accrued but unpaid deferred offering costs during the period	$	—	$	44
Dividend payable	$	8,570	$	—
Dividend reinvestment paid during the period	$	2,462	$	—
Subscription receivable	$	210	$	669
Excise tax paid	$	5	$	—

The accompanying notes are an integral part of these consolidated financial statements

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)

March 31, 2021

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
First Lien Debt
Auto Components
Sonny's Enterprises, Inc.	(4) (5) (8)	L + 7.00%	8.00%	12/28/2020	08/05/2026	6,234	$	5,981	$	6,234	1.60	%
Sonny's Enterprises, Inc.	(4) (5) (11)	L + 7.00%	8.00%	12/28/2020	08/05/2026	5,455	5,349		5,455		1.40
							11,330		11,689		3.00
Automobiles
Turbo Buyer, Inc.	(4) (5) (11)	L + 5.50%	6.50%	08/21/2020	12/02/2025	—	(387)		(387)		-0.10
Commercial Services & Supplies
Capstone Acquisition Holdings, Inc.	(4) (5) (8)	L + 4.75%	5.75%	11/13/2020	11/12/2027	2,820	2,793		2,820		0.72
Capstone Acquisition Holdings, Inc.	(4) (5) (11)	L + 4.75%	5.75%	11/13/2020	11/12/2027	—	(2)		—		0.00
Divisions Holding Corporation	(4) (5) (8)	L + 6.50%	7.50%	08/14/2020	08/14/2026	29,418	28,879		29,711		7.61
Divisions Holding Corporation	(4) (5) (11)	L + 6.50%	7.50%	08/14/2020	08/14/2026	3,478	3,385		3,530		0.90
Divisions Holding Corporation	(4) (5) (11)	L + 6.50%	7.50%	08/14/2020	08/14/2026	—	(47)		52		0.01
Sweep Purchaser LLC	(4) (5)	L + 5.75%	6.75%	11/30/2020	11/30/2026	8,859	8,690		8,690		2.23
Sweep Purchaser LLC	(4) (5)	L + 5.75%	6.75%	11/30/2020	11/30/2026	2,250	2,201		2,201		0.56
Sweep Purchaser LLC	(4) (5) (11)	L + 5.75%	6.75%	11/30/2020	11/30/2026	—	(27)		(27)		-0.01
Sweep Purchaser LLC	(4) (5) (11)	L + 5.75%	6.75%	02/12/2021	11/30/2026	—	(22)		(22)		-0.01
US Infra Svcs Buyer LLC	(4) (5) (8)	L + 6.00%	7.00%	04/10/2020	04/13/2026	17,121	16,824		17,121		4.39
US Infra Svcs Buyer LLC	(4) (5) (11)	L + 6.00%	7.00%	04/10/2020	04/13/2026	1,285	1,108		1,285		0.33
US Infra Svcs Buyer LLC	(4) (5) (11)	L + 6.00%	7.00%	04/10/2020	04/13/2026	300	262		300		0.08
Valcourt Holdings II LLC	(4) (5)	L + 5.50%	6.50%	01/07/2021	01/07/2027	25,595	25,098		25,085		6.43
Valcourt Holdings II LLC	(4) (5) (8)	L + 5.50%	6.50%	03/15/2021	01/07/2027	10,106	9,906		9,906		2.54
Valcourt Holdings II LLC	(4) (5) (11)	L + 5.50%	6.50%	01/07/2021	01/07/2027	—	(133)		(137)		-0.04
Vessco Midco Holdings LLC	(4) (5) (8)	L + 4.50%	5.50%	10/30/2020	11/02/2026	2,756	2,730		2,756		0.71
Vessco Midco Holdings LLC	(4) (5) (11)	L + 4.50%	5.50%	10/30/2020	11/02/2026	869	852		869		0.22
Vessco Midco Holdings LLC	(4) (5) (11)	L + 4.50%	5.50%	10/30/2020	10/18/2026	179	175		179		0.05
VRC Companies LLC	(4) (5) (8) (11)	L + 6.50%	7.50%	02/11/2021	03/31/2023	3,360	3,229		3,229		0.83
							105,901		107,548		27.56
Containers & Packaging
Brook and Whittle Holding Corp.	(4) (5) (8)	L + 5.75%	6.75%	10/27/2020	10/17/2024	12,883	12,708		12,883		3.30
Diversified Consumer Services
Mammoth Holdings LLC	(4) (5) (8)	L + 6.00%	7.00%	03/23/2021	10/16/2023	8,179	8,097		8,097		2.08
Mammoth Holdings LLC	(4) (5) (11)	L + 6.00%	7.00%	03/23/2021	10/16/2023	—	(176)		(176)		-0.05
Mammoth Holdings LLC	(4) (5) (11)	L + 6.00%	7.00%	03/23/2021	10/16/2023	—	(9)		(9)		0.00
							7,912		7,912		2.03

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Continued)

March 31, 2021

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Diversified Financial Services
HighTower Holdings LLC	(4) (5) (8) (9)	L + 5.00%	6.00%	10/14/2020	01/31/2025	14,931	$	14,726	$	14,931	3.83	%
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(4) (5) (8)	L + 6.25%	7.25%	10/06/2020	10/05/2026	17,456	16,965		17,456		4.47
AMCP Pet Holdings, Inc. (Brightpet)	(4) (5)	L + 6.25%	7.25%	12/29/2020	10/05/2026	16,625	16,144		16,625		4.26
AMCP Pet Holdings, Inc. (Brightpet)	(4) (5) (11)	L + 6.25%	7.25%	10/06/2020	10/05/2026	—	(138)		—		0.00
AMCP Pet Holdings, Inc. (Brightpet)	(4) (5) (11)	L + 6.25%	7.25%	10/06/2020	10/05/2026	291	127		291		0.07
Nellson Nutraceutical, Inc.	(4) (5) (8)	L + 5.25%	6.25%	09/30/2020	12/23/2023	17,623	17,320		17,623		4.52
Nellson Nutraceutical, Inc.	(4) (5) (8)	L + 5.25%	6.25%	09/30/2020	12/23/2023	7,246	7,122		7,246		1.86
Teasdale Foods, Inc. (Teasdale Latin Foods)	(4) (5)	L + 6.25%	7.25%	12/18/2020	12/18/2025	11,222	11,008		11,222		2.88
							68,548		70,463		18.06
Health Care Providers & Services
Bearcat Buyer, Inc.	(4) (5) (8)	L + 4.75%	5.75%	11/18/2020	07/09/2026	6,912	6,748		6,912		1.77
Bearcat Buyer, Inc.	(4) (5) (11)	L + 4.75%	5.75%	11/18/2020	07/09/2026	6,312	6,151		6,312		1.62
DCA Investment Holdings LLC	(4) (5) (8)	L + 6.25%	7.00%	03/12/2021	03/12/2027	11,232	11,064		11,064		2.84
DCA Investment Holdings LLC	(4) (7) (11)	L + 6.25%	7.00%	03/12/2021	03/12/2027	—	(21)		(20)		-0.01
Stepping Stones Healthcare Services LLC	(4) (5) (8)	L + 6.25%	7.25%	03/09/2021	03/09/2027	14,771	14,552		14,552		3.73
Stepping Stones Healthcare Services LLC	(4) (5) (11)	L + 6.25%	7.25%	03/09/2021	03/09/2027	—	(31)		(31)		-0.01
Stepping Stones Healthcare Services LLC	(4) (5) (11)	L + 6.25%	7.25%	03/09/2021	03/09/2026	—	(25)		(25)		-0.01
							38,438		38,764		9.93
Health Care Technology
Lightspeed Buyer, Inc.	(4) (5) (8)	L + 5.50%	6.50%	11/09/2020	02/03/2026	9,352	9,089		9,351		2.40
Lightspeed Buyer, Inc.	(4) (5) (11)	L + 5.50%	6.50%	11/09/2020	02/03/2026	—	(174)		(1)		0.00
							8,915		9,350		2.40
Industrial Conglomerates
Electrical Source Holdings LLC	(4) (5) (8)	L + 5.50%	6.50%	05/18/2020	11/25/2025	29,775	29,518		29,201		7.48
Electrical Source Holdings LLC	(4) (5) (8) (11)	L + 5.50%	6.50%	01/20/2021	11/25/2025	2,568	2,480		2,480		0.64
Electrical Source Holdings LLC	(4) (5) (11)	L + 5.50%	6.50%	01/20/2021	11/25/2025	234	213		213		0.05
							32,211		31,894		8.17
Insurance
Higginbotham Insurance Agency, Inc.	(4) (5) (8)	L + 5.75%	6.50%	11/25/2020	11/25/2026	14,631	14,423		14,631		3.75
Higginbotham Insurance Agency, Inc.	(4) (7) (11)	L + 5.75%	6.50%	11/25/2020	11/25/2026	—	(29)		—		0.00
High Street Insurance Partners, Inc.	(4) (5) (8) (11)	L + 6.50%	7.50%	03/03/2021	12/03/2025	1,629	1,422		1,422		0.36
Integrity Marketing Acquisition LLC	(4) (5) (11)	L + 6.25%	7.25%	08/07/2020	08/27/2025	31,856	31,264		31,206		8.00
Integrity Marketing Acquisition LLC	(4) (5) (11)	L + 6.25%	7.25%	02/05/2021	08/27/2025	—	(363)		(363)		-0.09

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Continued)

March 31, 2021

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Insurance (continued)
Majesco	(4) (5) (8)	L + 7.75%	8.75%	09/21/2020	09/21/2027	17,737	$	17,246	$	17,305	4.43	%
Majesco	(4) (5) (11)	L + 7.75%	8.75%	09/21/2020	09/21/2026	—	(43)		(38)		-0.01
Patriot Growth Insurance Services LLC	(4) (5) (11)	L + 5.50%	6.50%	01/07/2021	01/02/2025	—	(883)		(883)		-0.23
Propel Insurance Agency LLC	(4) (5) (8)	L + 5.00%	6.00%	12/09/2020	06/01/2024	18,380	18,211		18,380		4.71
Propel Insurance Agency LLC	(4) (5) (11)	L + 5.00%	6.00%	12/09/2020	06/01/2024	—	(18)		—		0.00
RSC Acquisition, Inc.	(4) (5) (8)	L + 5.50%	6.50%	09/11/2020	10/30/2026	6,360	6,202		6,360		1.63
RSC Acquisition, Inc.	(4) (5) (11)	L + 5.50%	6.50%	09/11/2020	10/30/2026	—	(254)		—		0.00
World Insurance Associates LLC	(4) (5) (8)	L + 5.75%	6.75%	05/22/2020	04/01/2026	29,582	28,447		28,991		7.43
World Insurance Associates LLC	(4) (5) (8) (11)	L + 5.75%	6.75%	05/22/2020	04/01/2026	16,937	16,279		16,532		4.24
							131,904		133,543		34.22
Interactive Media & Services
MSM Acquisitions, Inc.	(4) (5) (8)	L + 6.00%	7.00%	12/09/2020	12/09/2026	23,625	23,173		23,625		6.05
MSM Acquisitions, Inc.	(4) (5) (11)	L + 6.00%	7.00%	12/09/2020	12/09/2026	4,981	4,860		4,981		1.28
MSM Acquisitions, Inc.	(4) (5) (11)	L + 6.00%	7.00%	12/09/2020	12/09/2026	—	(75)		—		0.00
							27,958		28,606		7.33
IT Services
Donuts, Inc.	(4) (5) (8)	L + 6.00%	7.00%	01/20/2021	12/29/2026	18,703	18,335		18,335		4.70
Ensono, LP	(4) (8)	L + 5.75%	5.86%	06/25/2020	06/27/2025	14,887	14,421		14,887		3.82
Government Brands LLC	(4) (5) (8)	L + 6.00%	7.00%	01/08/2021	07/09/2025	16,271	16,000		16,001		4.10
Government Brands LLC	(4) (5) (11)	L + 6.00%	7.00%	01/08/2021	07/09/2025	—	(274)		(274)		-0.07
Government Brands LLC	(4) (5) (11)	L + 6.00%	7.00%	01/08/2021	07/09/2024	—	(31)		(31)		-0.01
Help/Systems Holdings, Inc.	(5) (8)	L + 4.75%	5.75%	06/16/2020	11/19/2026	19,800	19,544		19,891		5.10
Recovery Point Systems, Inc.	(4) (5) (8)	L + 6.50%	7.50%	08/12/2020	08/12/2026	41,790	41,026		41,790		10.71
Recovery Point Systems, Inc.	(4) (5) (11)	L + 6.50%	7.50%	08/12/2020	08/12/2026	—	(71)		—		0.00
Thrive Buyer, Inc. (Thrive Networks)	(4) (5)	L + 6.00%	7.00%	02/01/2021	01/22/2027	15,435	15,134		15,134		3.88
Thrive Buyer, Inc. (Thrive Networks)	(4) (5) (11)	L + 6.00%	7.00%	02/01/2021	01/22/2027	532	457		457		0.12
Thrive Buyer, Inc. (Thrive Networks)	(4) (5) (11)	L + 6.00%	7.00%	02/01/2021	01/22/2027	—	(26)		(26)		-0.01
							124,515		126,164		32.33
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(4) (5) (8)	L + 5.00%	6.00%	11/16/2020	11/16/2026	31,331	30,925		31,028		7.95
GSM Acquisition Corp. (GSM Outdoors)	(4) (5) (11)	L + 5.00%	6.00%	11/16/2020	11/16/2026	1,978	1,925		1,941		0.50
GSM Acquisition Corp. (GSM Outdoors)	(4) (5) (11)	L + 5.00%	6.00%	11/16/2020	11/16/2026	—	(48)		(33)		-0.01
							32,802		32,936		8.44

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Continued)

March 31, 2021

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Machinery
Komline-Sanderson Group, Inc.	(4) (6)	L + 6.00%	6.50%	03/17/2021	03/17/2026	24,532	$	24,287	$	24,287	6.22	%
Komline-Sanderson Group, Inc.	(4) (5) (11)	L + 6.00%	6.50%	03/17/2021	03/17/2026	—	(143)		(143)		-0.04
Komline-Sanderson Group, Inc.	(4) (5) (11)	L + 6.00%	6.50%	03/17/2021	03/17/2026	1,418	1,348		1,348		0.35
							25,492		25,492		6.53
Multi-Utilities
AWP Group Holdings, Inc.	(4) (5) (8)	L + 4.75%	5.75%	12/22/2020	12/22/2027	709	698		709		0.18
AWP Group Holdings, Inc.	(4) (5) (11)	L + 4.75%	5.75%	12/22/2020	12/22/2027	—	(1)		—		0.00
AWP Group Holdings, Inc.	(4) (5) (11)	L + 4.75%	5.75%	12/22/2020	12/22/2026	—	(2)		—		0.00
Ground Penetrating Radar Systems LLC	(4) (5) (8)	L + 4.75%	5.75%	03/10/2021	06/26/2026	8,837	8,662		8,662		2.22
Ground Penetrating Radar Systems LLC	(4) (5) (11)	L + 4.75%	5.75%	03/10/2021	06/26/2025	328	296		296		0.08
							9,653		9,667		2.48
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(4) (5) (8)	L + 6.25%	7.25%	03/17/2021	03/10/2027	18,900	18,477		18,477		4.74
Abacus Data Holdings, Inc. (AbacusNext)	(4) (5) (11)	L + 6.25%	7.25%	03/17/2021	03/10/2027	—	(39)		(39)		-0.01
Abacus Data Holdings, Inc. (AbacusNext)	(4) (5) (11)	L + 6.25%	7.25%	03/17/2021	03/10/2027	—	(33)		(33)		-0.01
Bullhorn, Inc.	(4) (5) (8)	L + 5.75%	6.75%	09/11/2020	09/30/2026	7,409	7,306		7,409		1.90
Bullhorn, Inc.	(4) (5) (11)	L + 5.75%	6.75%	09/11/2020	09/30/2026	—	(8)		—		0.00
IQN Holding Corp., dba Beeline	(4) (5) (8)	L + 5.50%	6.50%	02/10/2020	08/20/2024	37,981	37,834		37,981		9.73
IQN Holding Corp., dba Beeline	(4) (5) (11)	L + 5.50%	6.50%	02/10/2020	08/21/2023	—	(15)		—		0.00
							63,522		63,795		16.35
Real Estate Management & Development
MRI Software LLC	(4) (5)	L + 5.50%	6.50%	01/31/2020	02/10/2026	31,559	31,300		31,397		8.05
MRI Software LLC	(4) (5) (11)	L + 5.50%	6.50%	01/31/2020	02/10/2026	111	93		100		0.03
MRI Software LLC	(4) (5) (11)	L + 5.50%	6.50%	08/28/2020	02/10/2026	7,456	7,238		7,372		1.89
MRI Software LLC	(4) (5) (8) (11)	L + 5.50%	6.50%	03/24/2021	02/10/2026	—	(27)		(55)		-0.01
							38,604		38,814		9.95
Software
Diligent Corporation	(4) (5) (8)	L + 5.75%	6.75%	03/04/2021	08/04/2025	10,000	9,901		9,901		2.54
Diligent Corporation	(4) (5) (8)	L + 5.75%	6.75%	03/30/2021	08/04/2025	18,000	17,820		17,820		4.57
Diligent Corporation	(4) (5) (8) (11)	L + 5.75%	6.75%	03/30/2021	08/04/2025	—	(40)		(40)		-0.01
Diligent Corporation	(4) (5) (11)	L + 5.75%	6.75%	03/30/2021	08/04/2025	—	(45)		(45)		-0.01
GS AcquisitionCo, Inc.	(4) (5) (8)	L + 5.75%	6.75%	12/04/2020	05/24/2024	23,614	23,289		23,378		5.99
GS AcquisitionCo, Inc.	(4) (5) (11)	L + 5.75%	6.75%	12/04/2020	05/24/2024	6,831	6,660		6,650		1.70
GS AcquisitionCo, Inc.	(4) (5) (11)	L + 5.75%	6.75%	12/04/2020	05/24/2024	609	590		595		0.15

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Continued)

March 31, 2021

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
First Lien Debt (continued)
Software (continued)
Gurobi Optimization LLC	(4) (5) (8)	L + 5.25%	6.25%	11/12/2020	12/19/2023	13,326	$	13,208	$	13,326	3.42	%
Gurobi Optimization LLC	(4) (5) (11)	L + 5.25%	6.25%	11/12/2020	12/19/2023	—	(14)		—		0.00
Pound Bidco, Inc.	(4) (5) (8) (9)	L + 6.50%	7.50%	01/28/2021	02/01/2026	6,395	6,271		6,271		1.61
Pound Bidco, Inc.	(4) (5) (8) (9) (11)	L + 6.50%	7.50%	01/28/2021	02/01/2026	—	(23)		(23)		-0.01
							77,617		77,833		19.95
Total First Lien Debt							$	832,369	$	841,897	215.75	%

Second Lien Debt
Software
Flexera Software LLC	(4) (5)	L + 7.00%	8.00%	03/03/2021	03/03/2029	13,500	$	13,232	$	13,232	3.39	%
Energy Equipment & Services
QBS Parent, Inc.	(4)	L + 8.50%	8.70%	02/10/2020	09/21/2026	15,000	14,740		14,270		3.66
Diversified Financial Services
HighTower Holdings LLC	(4) (5) (9)	L + 8.75%	9.75%	10/09/2020	01/31/2026	5,000	4,907		5,000		1.28
Auto Components
PAI Holdco, Inc.	(4) (5)	L + 6.25%; 2.00% PIK	7.25%	10/28/2020	10/28/2028	25,128	24,406		25,128		6.44
IT Services
Idera, Inc.	(7)	L + 6.75%	7.50%	02/04/2021	03/02/2029	3,887	3,857		3,864		0.99
Red Dawn SEI Buyer Inc.	(4) (5)	L + 8.50%	9.50%	01/27/2021	11/20/2026	19,000	18,536		18,536		4.75
							22,393		22,400		5.74
Electronic Equipment, Instruments & Components
Infinite Bidco LLC	(4) (6)	L + 7.00%	7.50%	02/24/2021	03/02/2029	17,000	16,926		16,926		4.34
Infinite Bidco LLC	(4) (6) (11)	L + 7.00%	7.50%	03/18/2021	03/02/2029	—	(21)		(21)		-0.01
							16,905		16,905		4.33
Total Second Lien Debt							$	96,583	$	96,935	24.84	%

Other Securities
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(4) (10)	16.25% PIK		12/18/2020	06/18/2026	1,594	$	1,571	$	1,571	0.40	%
Total Unsecured Debt							1,571		1,571		0.40
Common Equity
Abacus Data Holdings, Inc. (AbacusNext)	(4)					25,500	2,550		2,550		0.65
CSC Thrive Holdings, LP (Thrive Networks)	(4)					150,000	375		375		0.10

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Continued)

March 31, 2021

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Common Equity (continued)
GSM Equity Investors, LP (GSM Outdoors)	(4)					4,500	$	450	$	738	0.19	%
Pet Holdings, Inc. (Brightpet)	(4)					12,313	1,231		1,213		0.31
RPS Group Holdings (Recovery Point Systems, Inc.)	(4)					1,000,000	1,000		1,000		0.26
SSG Holdco LLC (Stepping Stones Healthcare Services LLC)	(4)					11,431	1,700		1,700		0.44
Total Common Equity							7,306		7,576		1.94
Total Other Securities							$	8,877	$	9,147	2.34	%
Total Portfolio Investments							$	937,829	$	947,979	242.94	%

(1)Unless otherwise indicated, issuers of debt and equity investments held by Morgan Stanley Direct Lending Fund (the “Company”) are denominated in dollars. For the purpose of this Consolidated Schedule of Investments, the term “Company” shall include the Company and its consolidated subsidiaries. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of such portfolio company's outstanding voting securities and/or held the power to exercise control over the management or policies of such portfolio company. As of March 31, 2021, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of such portfolio company’s outstanding voting securities. As of March 31, 2021, the Company is not an “affiliated person” of any of its portfolio companies.

(2)Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2021. As of March 31, 2021, the reference rates for the Company's variable rate loans were the 1-month L at 0.11%, the 3-month L at 0.19% and the 6-month L at 0.21%.

(3)The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(4)These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the board of directors of the Company (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5)The interest rate floor on these investments as of March 31, 2021 was 1%.

(6)The interest rate floor on these investments as of March 31, 2021 was 0.5%.

(7)The interest rate floor on these investments as of March 31, 2021 was 0.75%.

(8)Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined in Note 6). See Note 6 “Debt”.

(9)The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2021, non-qualifying assets represented 3% of total assets as calculated in accordance with regulatory requirements.

(10)Represents a senior unsecured note, which is subordinated to senior secured term loans of the portfolio company.

(11)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of March 31, 2021:


Investments-non-controlled/non-affiliated	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
First Lien Debt
Abacus Data Holdings, Inc.	1.00%	Delayed Draw Term Loan	09/10/2022	3,500	$	(39)
Abacus Data Holdings, Inc.	0.50%	Revolver	03/10/2027	1,400	(33)
AMCP Pet Holdings, Inc. (Brightpet)	1.00%	Delayed Draw Term Loan	04/06/2022	5,000	—
AMCP Pet Holdings, Inc. (Brightpet)	0.50%	Revolver	10/05/2026	5,542	—
AWP Group Holdings, Inc.	1.00%	Delayed Draw Term Loan	12/22/2022	132	—
AWP Group Holdings, Inc.	0.50%	Revolver	12/22/2026	158	—
Bearcat Buyer, Inc.	1.00%	Delayed Draw Term Loan	11/18/2022	513	—

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Continued)

March 31, 2021

(In thousands)


Investments-non-controlled/non-affiliated	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
First Lien Debt (continued)
Bullhorn, Inc.	0.50%	Revolver	09/30/2026	554	—
Capstone Acquisition Holdings, Inc.	1.00%	Delayed Draw Term Loan	05/13/2022	507	—
DCA Investment Holdings LLC	0.00%	Delayed Draw Term Loan	03/12/2023	2,768	(21)
Diligent Corporation	1.00%	Delayed Draw Term Loan	09/30/2022	4,000	(40)
Diligent Corporation	0.50%	Revolver	08/04/2025	4,500	(45)
Divisions Holding Corporation	1.00%	Delayed Draw Term Loan	08/14/2022	5,217	52
Divisions Holding Corporation	0.50%	Revolver	08/14/2026	1,739	17
Electrical Source Holdings LLC	1.00%	Delayed Draw Term Loan	01/20/2023	3,989	(53)
Electrical Source Holdings LLC	0.50%	Revolver	11/25/2025	859	(17)
Government Brands LLC	1.00%	Delayed Draw Term Loan	01/08/2022	16,500	(274)
Government Brands LLC	0.50%	Revolver	07/09/2024	1,875	(31)
Ground Penetrating Radar Systems LLC	0.50%	Revolver	06/26/2025	1,313	(26)
GS AcquisitionCo, Inc.	0.50%	Delayed Draw Term Loan	10/17/2021	6,848	(68)
GS AcquisitionCo, Inc.	0.50%	Delayed Draw Term Loan	10/17/2021	4,387	(44)
GS AcquisitionCo, Inc.	0.50%	Revolver	05/24/2024	761	(8)
GSM Acquisition Corp. (GSM Outdoors)	1.00%	Delayed Draw Term Loan	11/16/2022	1,815	(18)
GSM Acquisition Corp. (GSM Outdoors)	0.50%	Revolver	11/16/2026	3,418	(33)
Gurobi Optimization LLC	0.50%	Revolver	12/19/2023	1,607	—
Higginbotham Insurance Agency, Inc.	1.00%	Delayed Draw Term Loan	11/25/2022	4,118	—
High Street Insurance Partners, Inc.	1.00%	Delayed Draw Term Loan	03/03/2023	12,371	(183)
Integrity Marketing Acquisition LLC	1.00%	Delayed Draw Term Loan	02/07/2022	12,990	(188)
Integrity Marketing Acquisition LLC	1.00%	Delayed Draw Term Loan	08/05/2022	25,000	(363)
IQN Holding Corp., dba Beeline	0.50%	Revolver	08/21/2023	4,545	—
Komline-Sanderson Group, Inc.	0.50%	Delayed Draw Term Loan	03/17/2023	28,879	(143)
Komline-Sanderson Group, Inc.	0.50%	Revolver	03/17/2026	5,672	(56)
Lightspeed Buyer, Inc.	1.00%	Delayed Draw Term Loan	05/09/2022	9,375	(1)
Majesco	0.50%	Revolver	09/21/2026	1,575	(38)
Mammoth Holdings LLC	0.50%	Delayed Draw Term Loan	09/23/2022	17,792	(176)
Mammoth Holdings LLC	0.50%	Revolver	10/16/2023	953	(9)
MRI Software LLC	1.00%	Delayed Draw Term Loan	02/10/2022	908	(5)
MRI Software LLC	1.00%	Delayed Draw Term Loan	02/10/2022	9,520	(48)
MRI Software LLC	0.50%	Delayed Draw Term Loan	03/24/2022	11,000	(55)
MRI Software LLC	0.50%	Revolver	02/10/2026	2,104	(11)
MSM Acquisitions, Inc.	1.00%	Delayed Draw Term Loan	06/09/2022	4,875	—
MSM Acquisitions, Inc.	0.50%	Revolver	12/09/2026	3,947	—
Patriot Growth Insurance Services LLC	0.75%	Delayed Draw Term Loan	01/07/2023	37,500	(883)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Continued)

March 31, 2021

(In thousands)


Investments-non-controlled/non-affiliated	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
First Lien Debt (continued)
Pound Bidco, Inc.	0.50%	Revolver	02/01/2026	1,163	(22)
Propel Insurance Agency LLC	1.00%	Delayed Draw Term Loan	12/09/2022	3,873	—
Recovery Point Systems, Inc.	0.50%	Revolver	08/12/2026	4,000	—
RSC Acquisition, Inc.	1.00%	Delayed Draw Term Loan	03/31/2022	10,416	—
Sonny's Enterprises, Inc.	1.00%	Delayed Draw Term Loan	12/28/2021	7,031	—
Stepping Stones Healthcare Services LLC	1.00%	Delayed Draw Term Loan	03/09/2023	2,061	(31)
Stepping Stones Healthcare Services LLC	0.50%	Revolver	03/09/2026	1,718	(25)
Sweep Purchaser LLC	1.00%	Delayed Draw Term Loan	11/30/2022	562	(10)
Sweep Purchaser LLC	1.00%	Delayed Draw Term Loan	02/12/2023	2,250	(22)
Sweep Purchaser LLC	0.50%	Revolver	11/30/2026	1,406	(26)
Thrive Buyer, Inc.	1.00%	Delayed Draw Term Loan	01/22/2023	3,327	(65)
Thrive Buyer, Inc.	0.50%	Revolver	01/22/2027	1,331	(26)
Turbo Buyer, Inc.	1.00%	Delayed Draw Term Loan	02/21/2022	35,000	(387)
US Infra Svcs Buyer LLC	1.00%	Delayed Draw Term Loan	04/13/2022	9,210	—
US Infra Svcs Buyer LLC	0.50%	Revolver	04/13/2026	1,950	—
Valcourt Holdings II LLC	1.00%	Delayed Draw Term Loan	01/07/2023	6,908	(137)
Vessco Midco Holdings LLC	1.00%	Delayed Draw Term Loan	10/30/2022	920	—
Vessco Midco Holdings LLC	0.50%	Revolver	10/18/2026	268	—
VRC Companies LLC	0.75%	Delayed Draw Term Loan	02/11/2022	3,640	(68)
World Insurance Associates LLC	1.00%	Delayed Draw Term Loan	04/15/2022	1,620	(32)
World Insurance Associates LLC	1.00%	Delayed Draw Term Loan	06/23/2022	1,692	(34)
Total First Lien Debt Unfunded Commitments				372,372	$	(3,725)
Second Lien Debt
Infinite Bidco LLC	1.00%	Delayed Draw Term Loan	03/18/2022	8,500	$	(21)
Total Second Lien Debt Unfunded Commitments				8,500	$	(21)
Total Unfunded Commitments				380,872	$	(3,746)

The accompanying notes are an integral part of these consolidated financial statements

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2020

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
First Lien Debt
Auto Components
Sonny's Enterprises, Inc.	(4) (5)	L + 7.00%	8.00%	12/28/2020	08/05/2026	5,469	$	5,360	$	5,360	1.78	%
Sonny's Enterprises, Inc.	(4) (5) (10)	L + 7.00%	8.00%	12/28/2020	08/05/2026	—	(266)		(266)		(0.09)
							5,094		5,094		1.69
Automobiles
Turbo Buyer, Inc.	(4) (5) (10)	L + 5.50%	6.50%	08/21/2020	12/02/2025	—	(407)		(407)		(0.13)
Commercial Services & Supplies
Capstone Acquisition Holdings, Inc.	(5) (6)	L + 4.75%	5.75%	11/13/2020	11/12/2027	2,827	2,799		2,845		0.94
Capstone Acquisition Holdings, Inc.	(5) (10)	L + 4.75%	5.75%	11/13/2020	11/12/2027	—	(2)		3		—
Divisions Holding Corporation	(4) (5)	L + 6.50%	7.50%	08/14/2020	08/14/2026	29,491	28,931		29,491		9.78
Divisions Holding Corporation	(4) (5) (10)	L + 6.50%	7.50%	08/14/2020	08/14/2026	1,739	1,593		1,739		0.58
Sweep Purchaser LLC	(4) (5)	L + 5.75%	6.75%	11/30/2020	11/30/2026	8,859	8,684		8,684		2.88
Sweep Purchaser LLC	(4) (5) (10)	L + 5.75%	6.75%	11/30/2020	11/30/2026	—	(28)		(28)		(0.01)
Sweep Purchaser LLC	(4) (5) (10)	L + 5.75%	6.75%	11/30/2020	11/30/2026	—	(28)		(28)		(0.01)
US Infra Svcs Buyer LLC	(4) (5)	L + 6.00%	7.00%	04/10/2020	04/13/2026	17,164	16,854		17,164		5.69
US Infra Svcs Buyer LLC	(4) (5) (10)	L + 6.00%	7.00%	04/10/2020	04/13/2026	988	802		988		0.33
US Infra Svcs Buyer LLC	(4) (5) (10)	L + 6.00%	7.00%	04/10/2020	04/13/2026	300	260		300		0.10
Vessco Midco Holdings LLC	(4) (5) (6)	L + 4.50%	5.50%	10/30/2020	11/02/2026	2,763	2,736		2,736		0.91
Vessco Midco Holdings LLC	(4) (5) (10)	L + 4.50%	5.50%	10/30/2020	11/02/2026	134	117		117		0.04
Vessco Midco Holdings LLC	(4) (5) (10)	L + 4.50%	5.50%	10/30/2020	10/18/2026	—	(4)		(4)		0.00
							62,714		64,007		21.22
Containers & Packaging
Brook and Whittle Holding Corp.	(4) (5)	L + 6.00%	7.00%	10/27/2020	10/17/2024	12,916	12,730		12,730		4.22
Diversified Financial Services
HighTower Holdings LLC	(4) (5) (7)	L + 5.00%	6.00%	10/14/2020	01/31/2025	12,549	12,368		12,368		4.10
HighTower Holdings LLC	(4) (5) (7) (10)	L + 5.00%	6.00%	10/14/2020	01/31/2025	—	(17)		(17)		(0.01)
							12,351		12,351		4.09
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(4) (5) (6)	L + 6.25%	7.25%	10/06/2020	10/05/2026	17,500	16,990		16,990		5.63
AMCP Pet Holdings, Inc. (Brightpet)	(4) (5)	L + 6.25%	7.25%	12/29/2020	10/05/2026	16,667	16,167		16,167		5.36
AMCP Pet Holdings, Inc. (Brightpet)	(4) (5) (10)	L + 6.25%	7.25%	10/06/2020	10/05/2026	—	(144)		(144)		(0.05)
AMCP Pet Holdings, Inc. (Brightpet)	(4) (5) (10)	L + 6.25%	7.25%	10/06/2020	10/05/2026	—	(172)		(172)		(0.06)
Nellson Nutraceutical, Inc.	(4) (5) (6)	L + 5.25%	6.25%	09/30/2020	12/23/2023	17,623	17,295		17,623		5.84
Nellson Nutraceutical, Inc.	(4) (5) (6)	L + 5.25%	6.25%	09/30/2020	12/23/2023	7,246	7,111		7,246		2.40
Teasdale Foods, Inc. (Teasdale Latin Foods)	(4) (5)	L + 6.25%	7.25%	12/18/2020	12/18/2025	11,250	11,027		11,027		3.66
							68,274		68,737		22.79

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2020

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Health Care Providers & Services
Bearcat Buyer, Inc.	(4) (5)	L + 4.75%	5.75%	11/18/2020	07/09/2026	6,912	$	6,741	$	6,741	2.23	%
Bearcat Buyer, Inc.	(4) (5) (10)	L + 4.75%	5.75%	11/18/2020	07/09/2026	1,425	1,256		1,256		0.42
							7,997		7,997		2.65
Health Care Technology
Lightspeed Buyer, Inc.	(4) (5) (6)	L + 5.50%	6.50%	11/09/2020	02/03/2026	9,375	9,100		9,100		3.02
Lightspeed Buyer, Inc.	(4) (5) (10)	L + 5.50%	6.50%	11/09/2020	02/03/2026	—	(182)		(182)		(0.06)
							8,918		8,918		2.96
Industrial Conglomerates
Aptean, Inc.	(4) (5) (6)	L + 5.25%	6.25%	06/30/2020	04/23/2026	1,990	1,962		1,990		0.66
Electrical Source Holdings LLC	(4) (5) (6)	L + 5.50%	6.50%	05/18/2020	11/25/2025	29,850	29,580		29,850		9.90
							31,542		31,840		10.56
Insurance
Higginbotham Insurance Agency, Inc.	(4) (8)	L + 5.75%	6.50%	11/25/2020	11/25/2026	14,632	14,415		14,415		4.78
Higginbotham Insurance Agency, Inc.	(4) (8) (10)	L + 5.75%	6.50%	11/25/2020	11/25/2026	—	(30)		(30)		(0.01)
Integrity Marketing Acquisition LLC	(4) (5) (10)	L + 6.25%	7.25%	08/07/2020	08/27/2025	29,386	28,763		29,386		9.74
Majesco	(4) (5)	L + 7.75%	8.75%	09/21/2020	09/21/2027	14,852	14,420		14,852		4.92
Majesco	(4) (5) (10)	L + 7.75%	8.75%	09/21/2020	09/21/2026	—	(45)		—		—
Propel Insurance Agency LLC	(4) (5)	L + 5.00%	6.00%	12/09/2020	06/01/2024	18,427	18,245		18,245		6.05
Propel Insurance Agency LLC	(4) (5) (10)	L + 5.00%	6.00%	12/09/2020	06/01/2024	—	(19)		(19)		(0.01)
RSC Acquisition, Inc.	(4) (5) (6)	L + 5.50%	6.50%	09/11/2020	10/30/2026	2,938	2,853		2,938		0.97
RSC Acquisition, Inc.	(4) (5) (10)	L + 5.50%	6.50%	09/11/2020	10/30/2026	703	357		703		0.23
World Insurance Associates LLC	(4) (5)	L + 5.50%	6.50%	05/22/2020	04/01/2026	10,269	9,658		9,966		3.30
World Insurance Associates LLC	(4) (5)	L + 5.50%	6.50%	05/22/2020	04/01/2026	4,679	4,404		4,541		1.51
World Insurance Associates LLC	(4) (5)	L + 5.50%	6.50%	10/15/2020	04/01/2026	19,387	18,814		18,814		6.24
World Insurance Associates LLC	(4) (5) (10)	L + 5.50%	6.50%	10/15/2020	04/01/2026	10,087	9,758		9,758		3.24
World Insurance Associates LLC	(4) (5) (10)	L + 5.50%	6.50%	12/23/2020	04/01/2026	—	(46)		(46)		(0.02)
							121,547		123,523		40.95
Interactive Media & Services
MSM Acquisitions, Inc.	(4) (5)	L + 6.00%	7.00%	12/09/2020	12/09/2026	23,684	23,215		23,215		7.70
MSM Acquisitions, Inc.	(4) (5) (10)	L + 6.00%	7.00%	12/09/2020	12/09/2026	—	(49)		(49)		(0.02)
MSM Acquisitions, Inc.	(4) (5) (10)	L + 6.00%	7.00%	12/09/2020	12/09/2026	—	(78)		(78)		(0.03)
							23,088		23,088		7.65
IT Services
Ensono, LP	(4) (6)	L + 5.75%	5.90%	06/25/2020	06/27/2025	14,925	$	14,434	$	14,925	4.95	%
Help/Systems Holdings, Inc.	(5) (6)	L + 4.75%	5.75%	06/16/2020	11/19/2026	19,850	19,584		19,701		6.53
Recovery Point Systems, Inc.	(4) (5)	L + 6.50%	7.50%	08/12/2020	08/12/2026	41,895	41,100		41,895		13.89
Recovery Point Systems, Inc.	(4) (5) (10)	L + 6.50%	7.50%	08/12/2020	08/12/2026	—	(75)		—		—
							75,043		76,521		25.37

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2020

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(4) (5)	L + 5.00%	6.00%	11/16/2020	11/16/2026	22,785	$	22,449	$	22,449	7.44	%
GSM Acquisition Corp. (GSM Outdoors)	(4) (5) (10)	L + 5.00%	6.00%	11/16/2020	11/16/2026	1,603	1,547		1,547		0.51
GSM Acquisition Corp. (GSM Outdoors)	(4) (5) (10)	L + 5.00%	6.00%	11/16/2020	11/16/2026	—	(50)		(50)		(0.02)
							23,946		23,946		7.94
Multi-Utilities
AWP Group Holdings, Inc.	(4) (5)	L + 4.75%	5.75%	12/22/2020	12/22/2027	711	700		700		0.23
AWP Group Holdings, Inc.	(4) (5) (10)	L + 4.75%	5.75%	12/22/2020	12/22/2027	—	(1)		(1)		—
AWP Group Holdings, Inc.	(4) (5) (10)	L + 4.75%	5.75%	12/22/2020	12/22/2026	—	(2)		(2)		—
							697		697		0.23
Professional Services
Bullhorn, Inc.	(4) (5)	L + 5.75%	6.75%	09/11/2020	09/30/2026	7,427	7,320		7,427		2.46
Bullhorn, Inc.	(4) (5) (10)	L + 5.75%	6.75%	09/11/2020	09/30/2026	—	(8)		—		—
IQN Holding Corp., dba Beeline	(4) (5)	L + 5.50%	6.50%	02/10/2020	08/20/2024	38,079	37,922		37,721		12.51
IQN Holding Corp., dba Beeline	(4) (5) (10)	L + 5.50%	6.50%	02/10/2020	08/21/2023	—	(17)		(43)		(0.01)
							45,217		45,105		14.95
Real Estate Management & Development
MRI Software LLC	(4) (5)	L + 5.50%	6.50%	01/31/2020	02/10/2026	31,639	31,379		31,639		10.49
MRI Software LLC	(4) (5) (10)	L + 5.50%	6.50%	01/31/2020	02/10/2026	—	(11)		—		—
MRI Software LLC	(4) (5) (10)	L + 5.50%	6.50%	01/31/2020	02/10/2026	—	(19)		—		—
MRI Software LLC	(4) (5) (10)	L + 5.50%	6.50%	08/28/2020	02/10/2026	1,899	1,727		1,899		0.63
							33,076		33,538		11.12
Software
GS AcquisitionCo, Inc.	(4) (5)	L + 5.75%	6.75%	10/27/2020	05/24/2024	23,673	23,323		23,323		7.73
GS AcquisitionCo, Inc.	(4) (5) (10)	L + 5.75%	6.75%	12/11/2020	05/24/2024	6,848	6,663		6,663		2.21
GS AcquisitionCo, Inc.	(4) (5) (10)	L + 5.75%	6.75%	12/11/2020	05/24/2024	—	(20)		(20)		(0.01)
Gurobi Optimization LLC	(4) (5)	L + 5.25%	6.25%	11/12/2020	12/19/2023	13,359	13,231		13,231		4.39
Gurobi Optimization LLC	(4) (5) (10)	L + 5.25%	6.25%	11/12/2020	12/19/2023	—	(15)		(15)		—
							43,182		43,182		14.32
Total First Lien Debt							$	575,009	$	580,867	192.58
Second Lien Debt
Energy Equipment & Services
QBS Parent, Inc.	(4)	L + 8.50%	8.75%	02/10/2020	09/21/2026	15,000	$	14,731	$	14,381	4.77	%
Diversified Consumer Services
Cambium Learning Group, Inc.	(4) (5)	L + 8.50%	9.50%	10/08/2020	12/18/2026	10,000	9,610		9,610		3.19
Diversified Financial Services
HighTower Holdings LLC	(4) (5) (7)	L + 8.75%	9.75%	10/09/2020	01/31/2026	5,000	4,903		4,903		1.63

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2020

(In thousands)


Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Auto Components
PAI Holdco, Inc.	(4) (5)	L + 6.25%; 2.00% PIK	9.25%	10/28/2020	10/28/2028	25,000	$	24,261	$	24,261	8.04		%
Total Second Lien Debt							$	53,505	$	53,155	17.62
Other Securities
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(4) (9)	N/A	16.25% PIK	12/18/2020	06/18/2026	1,509	1,509		1,509		0.50
Total Unsecured Debt							1,509		1,509		0.50
Common Equity
Pet Holdings, Inc. (Brightpet)	(4)					10,000	1,000		1,000		0.33
GSM Equity Investors, LP (GSM Outdoors)	(4)					4,500	450		450		0.15
Total Common Equity							1,450		1,450		0.48
Total Other Securities							$	2,959	$	2,959	0.98
Total Portfolio Investments							$	631,473	$	636,981	$	211.19	%


(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company are denominated in dollars. For the purpose of this Consolidated Schedule of Investments, the term “Company” shall include the Company and its consolidated subsidiaries. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of such portfolio company's outstanding voting securities and/or held the power to exercise control over the management or policies of such portfolio company. As of December 31, 2020, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of such portfolio company’s outstanding voting securities. As of December 31, 2020, the Company is not an “affiliated person” of any of its portfolio companies.
(2)			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2020. As of December 31, 2020, the reference rates for the Company's variable rate loans were the 1-month L at 0.14%, the 3-month L at 0.24% and the 6-month L at 0.26%.
(3)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(4)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(5)			The interest rate floor on these investments as of December 31, 2020 was 1%.
(6)			Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined in Note 6). See Note 6 “Debt”.
(7)			The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2020, non-qualifying assets represented 3% of total assets as calculated in accordance with regulatory requirements.
(8)			The interest rate floor on these investments as of December 31, 2020 was 0.75%.
(9)			Represents a senior unsecured note, which is subordinated to senior secured term loans of the portfolio company.
(10)			Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2020:

Investments-non-controlled/non-affiliated

Unused Fee Rate

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

AMCP Pet Holdings, Inc.

1.00%

Delayed Draw Term Loan

04/06/2022

5,000

(144)

AMCP Pet Holdings, Inc.

0.50%

Revolver

10/01/2025

5,833

(172)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2020

(In thousands)


Investments-non-controlled/non-affiliated	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
AWP Group Holdings, Inc.	1.00%	Delayed Draw Term Loan	12/22/2022	132	(1)
AWP Group Holdings, Inc.	0.50%	Revolver	12/22/2026	158	(2)
Bearcat Buyer, Inc.	1.00%	Delayed Draw Term Loan	11/18/2022	5,413	(134)
Bullhorn, Inc.	0.50%	Revolver	09/30/2026	554	—
Capstone Acquisition Holdings, Inc.	1.00%	Delayed Draw Term Loan	05/13/2022	507	3
Divisions Holding Corporation	1.00%	Delayed Draw Term Loan	08/14/2022	5,217	—
Divisions Holding Corporation	0.50%	Revolver	08/14/2026	3,478	—
GS AcquisitionCo, Inc.	0.50%	Delayed Draw Term Loan	10/17/2021	11,235	(109)
GS AcquisitionCo, Inc.	0.50%	Revolver	05/24/2024	1,370	(20)
GSM Acquisition Corp.	1.00%	Delayed Draw Term Loan	11/16/2022	2,195	(32)
GSM Acquisition Corp.	0.50%	Revolver	11/16/2026	3,418	(50)
Gurobi Optimization LLC	0.50%	Revolver	12/19/2023	1,607	(15)
Higginbotham Insurance Agency, Inc.	1.00%	Delayed Draw Term Loan	11/25/2022	4,119	(31)
First Lien Debt (continued)
HighTower Holdings LLC	1.00%	Delayed Draw Term Loan	10/14/2022	2,419	(17)
Integrity Marketing Acquisition LLC	1.00%	Delayed Draw Term Loan	02/07/2022	15,540	—
IQN Holding Corp., dba Beeline	0.50%	Revolver	08/21/2023	4,545	(43)
Lightspeed Buyer, Inc.	1.00%	Delayed Draw Term Loan	05/09/2022	9,375	(182)
Majesco	0.50%	Revolver	09/21/2026	1,575	—
MRI Software LLC	0.50%	Delayed Draw Term Loan	02/10/2022	908	—
MRI Software LLC	1.00%	Incremental Delayed Draw Term Loan	02/10/2022	15,096	—
MRI Software LLC	0.50%	Revolver	02/10/2026	2,215	—
MSM Acquisitions, Inc.	0.00%	Delayed Draw Term Loan	06/09/2022	9,869	(49)
MSM Acquisitions, Inc.	0.00%	Revolver	12/09/2026	3,947	(78)
Propel Insurance Agency LLC	1.00%	Delayed Draw Term Loan	12/09/2022	3,874	(19)
Recovery Point Systems, Inc.	0.50%	Revolver	08/12/2026	4,000	—
RSC Acquisition, Inc.	1.00%	Delayed Draw Term Loan	03/31/2022	11,353	—
Sonny's Enterprises, Inc.	1.00%	Delayed Draw Term Loan	12/28/2021	13,281	(266)
Sweep Purchaser LLC	0.00%	Delayed Draw Term Loan	11/30/2022	2,813	(28)
Sweep Purchaser LLC	0.50%	Revolver	11/30/2026	1,406	(28)
Turbo Buyer, Inc.	1.00%	Incremental Delayed Draw Term Loan	02/21/2022	35,000	(407)
US Infra Svcs Buyer LLC	1.00%	Delayed Draw Term Loan	04/13/2022	9,510	—
US Infra Svcs Buyer LLC	0.50%	Revolver	04/13/2026	1,950	—
Vessco Midco Holdings LLC	1.00%	Delayed Draw Term Loan	10/30/2022	1,655	(16)
Vessco Midco Holdings LLC	0.50%	Revolver	10/18/2026	447	(4)
World Insurance Associates LLC	1.00%	Delayed Draw Term Loan	04/15/2022	2,438	(64)
World Insurance Associates LLC	0.50%	Delayed Draw Term Loan	06/23/2022	3,088	(46)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2020

(In thousands)

Investments-non-controlled/non-affiliated

Unused Fee Rate

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Total First Lien Debt Unfunded Commitments

206,540

(1,954)

Total Unfunded Commitments

206,540

(1,954)

Table of Contents

Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

(1)Organization

Morgan Stanley Direct Lending Fund (collectively with its subsidiaries, the “Company”) is an externally managed specialty finance company that is focused on lending to middle-market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 Act, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company was formed as a Delaware limited liability company on May 30, 2019 and converted into a corporation and succeeded to the business of Morgan Stanley Direct Lending Fund LLC on November 25, 2019 (the “BDC Conversion”). The Company commenced investing operations on January 31, 2020. On November 25, 2019, the Company entered into an investment advisory agreement, (the “Investment Advisory Agreement”) with MS Capital Partners Adviser Inc., the investment adviser to the Company (the “Investment Adviser”). The Investment Adviser is an indirect wholly owned subsidiary of Morgan Stanley.

The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors.

The Company is conducting private offerings (the “Private Offerings”) of shares of its common stock, par value $0.001 per share (the “Common Stock”), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of any Private Offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of Common Stock pursuant to a subscription agreement entered into with the Company (each, a “Subscription Agreement”). Investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors.

DLF CA SPV LLC (“CA SPV”) is a wholly owned subsidiary of the Company that was formed as a Delaware limited liability company on February 26, 2020. CA SPV expects to hold investments in first and second lien senior secured loans. CA SPV is consolidated in these consolidated financial statements commencing from the date of its formation.

DLF SPV LLC (“DLF SPV”) is a wholly owned subsidiary of the Company that was formed as a Delaware limited liability company on August 7, 2020. DLF SPV expects to hold investments in first and second lien senior secured loans. DLF SPV is consolidated in these consolidated financial statements commencing from the date of its formation.

DLF Financing SPV LLC (“DLF LLC”) is a wholly owned subsidiary of the Company that was formed as a Delaware limited liability company on September 17, 2020. DLF LLC expects to hold investments in first and second lien senior secured loans. DLF LLC is consolidated in these consolidated financial statements commencing from the date of its formation.

(2)Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”). The carrying value for all assets and liabilities approximates their fair value.

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly,

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that the Company may ultimately achieve for the year ending December 31, 2021. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries.

As of March 31, 2021, the Company's consolidated subsidiaries were CA SPV, DLF SPV and DLF LLC (collectively, the “SPVs”).

Cash

Cash is carried at cost, which approximates fair value. The Company deposits its cash with multiple financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. See Note 5 for further information about fair value measurements.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

PIK Income

The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends, even though the Company has not yet collected cash.

Other Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Realized Gains/Losses

Realized gains or losses on investments are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method.

Organization and Offering Costs

Costs associated with the organization of the Company are expensed as incurred, subject to the limitations discussed below. These costs consist primarily of legal fees and other costs of organizing the Company. Costs associated with the offering of Common Stock are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from the initial capital call, subject to the limitation described in Note 3 below. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous Private Offerings of its Common Stock.

Expenses

The Company is responsible for investment expenses, legal expenses, auditing fees and other expenses related to the Company’s operations. Such fees and expenses, including expenses incurred by the Investment Adviser on behalf of the Company, will be reimbursed by the Company, subject to contractual thresholds.

The Company pays the Investment Adviser a base management fee and an incentive fee under the Investment Advisory Agreement as described in Note 3 below. The fees are recorded in the Consolidated Statements of Operations.

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

Deferred Financing Costs

Deferred financing costs represent upfront fees, legal and other direct incremental costs incurred in connection with the Company’s borrowings. These costs are deferred and will be amortized over the life of the related borrowings using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.

Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.

In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense. Each of the SPVs is a disregarded entity for tax purposes and will be consolidated with the tax return of the Company.

For the three months ended March 31, 2021 and 2020, the Company incurred $5.0 and $0.0 thousands, respectively, of U.S. federal excise tax.

New Accounting Standards

In March 2020, the FASB issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This accounting update provides optional accounting relief to entities with contracts, hedge accounting relationships or other transactions that reference the London Interbank Offered Rate (“LIBOR”) or other interest rate benchmarks for which the referenced rate is expected to be discontinued or replaced. This optional relief generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of as an extinguishment of the contract, and would therefore not trigger certain accounting impacts that would otherwise be required. The optional relief can be applied beginning January 1, 2020 and ending December 31, 2022. We plan to apply the accounting relief as relevant contract relationship modifications are made during the course of the reference rate reform transition period.

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

Other than the accounting guidance described above, management does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's consolidated financial statements.

(3)Related Party Transactions

Placement Agent Agreement

On August 30, 2019, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates will assist in the placement of Common Stock in the Company’s Private Offerings. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement. Payments will be made by the Investment Adviser to the Placement Agent. To the extent the Paying Agent receives any payments, it will remit such payments to the Placement Agent.

Investment Advisory Agreement

In October 2019, the board of directors of the Company (the “Board”), including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), approved the Investment Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the 1940 Act for a two-year term commencing on November 25, 2019.

The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee (“Base Management Fee”) and an incentive fee. The costs of both the Base Management Fee and the incentive fee will ultimately be borne by the stockholders.

Base Management Fee

The Base Management Fee is calculated at an annual rate of 1.0% of the Company’s 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. Prior to a listing of the Common Stock on a national securities exchange, the Investment Adviser has agreed to irrevocably waive the portion of the Base Management Fee in excess of 0.25% of the Company’s average gross assets calculated in accordance with the Investment Advisory Agreement. Any waived Base Management Fees are not subject to recoupment by the Investment Adviser. The Base Management Fee is payable quarterly in arrears and no management fee is charged on committed but undrawn Capital Commitments.

For the three months ended March 31, 2021, Base Management Fees were $1,967 and $492 net of waiver and for the three months ended March 31, 2020, Base Management Fees were $66 and $17 net of waiver.

As of March 31, 2021 and December 31, 2020, $492 and $295, respectively, was payable to the Investment Adviser relating to Base Management Fees.

Incentive Fee

The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains.

The Company pays the Investment Adviser an income based incentive fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

•No income based incentive fee if the Company’s pre-incentive fee net investment income, expressed as a return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, does not exceed the hurdle rate of 1.5% (6.0% annualized);

•100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.8182% (7.2728% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.8182%) is referred to as the “catch-up”. This “catch-up” portion is meant to provide the Investment Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if the “catch up” is achieved; and

•17.5% of the Company’s pre-incentive fee net investment income, if any, that exceeds the rate of return of 1.8182% (7.2728% annualized).

The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 17.5% of the realized capital gains, if any, on a cumulative basis from November 25, 2019, the date of the Company's election to be regulated as a BDC, through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fee (the “Cumulative Capital Gains”).

Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company will record an incentive fee on capital gains incentive fee equal to 17.5% of such amount, less the aggregate amount of any previously paid capital gains incentive fees. If such amount is negative, no accrual will be recorded for such period.

For the three month periods ended March 31, 2021 and 2020, $2,306 and $0, respectively, of income based incentive fee accrued to the Investment Adviser. For the three month periods ended March 31, 2021 and 2020, $812 and $0, respectively, of capital gains incentive fee accrued to the Investment Adviser. The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

As of March 31, 2021, $2,306 and $1,776 were payable to the Investment Adviser relating to income based incentive fee and capital gains incentive fee, respectively.

As of December 31, 2020, $1,548 and $1,341 were payable to the Investment Adviser relating to income based incentive fee and capital gains incentive fee, respectively.

Administration Agreement

MS Private Credit Administrative Services LLC (the “Administrator”), is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”).

Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to the Company’s Chief Compliance Officer and Chief Financial Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears.

For the three month periods ended March 31, 2021 and 2020, the Company incurred $50 and $36, respectively, in expenses under the Administration Agreement, which were recorded in administrative service expenses in the Company’s Consolidated Statements of Operations. $52 and $60 were unpaid and included in payable to affiliate in the Consolidated Statements of Assets and Liabilities as of March 31, 2021 and December 31, 2020, respectively.

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

Expense Support and Waiver Agreement

On December 31, 2019, the Company entered into an expense support and waiver agreement (the “Expense Support and Waiver Agreement”) with the Investment Adviser. Under the terms of the Expense Support and Waiver Agreement, the Investment Adviser agreed to waive any reimbursement by the Company of offering and organizational expenses to be incurred by the Investment Adviser on behalf of the Company in excess of $1,000 or 0.10% of the aggregate Capital Commitments of the Company, whichever is greater. If actual organization and offering costs incurred exceed the greater of $1,000 or 0.10% of the Company’s total Capital Commitments, the Investment Adviser or its affiliate will bear the excess costs. The Company shall reimburse the Investment Adviser for payments of any excess costs borne by the Investment Adviser on the Company's behalf within three years of December 23, 2019 (the “Initial Closing Date”).

For the three months ended March 31, 2021, the Company incurred $39 towards organization cost and amortization of offering cost. $11 of previously waived expenses was recouped as a result of an increase in the Company's total Capital Commitments, and was included in due to affiliate in the Consolidated Statements of Assets and Liabilities as of March 31, 2021.

For the three months ended March 31, 2020, the Company incurred $181 towards organization cost and amortization of offering cost. These costs exceeded the Investment Adviser reimbursement threshold, and as a result, the excess organization cost of $109 was waived.

As of March 31, 2021 and December 31, 2020, organization cost and offering cost are included in payable to affiliate and accrued expenses and other liabilities in the Consolidated Statements of Assets and Liabilities.

MS Credit Partners Holdings Investment

MS Credit Partners Holdings, Inc. (“MS Credit Partners Holdings”), a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser made an aggregate Capital Commitment of $200,000 to the Company in 2019. As of March 31, 2021 and December 31, 2020, MS Credit Partners Holdings’ total capital commitment represented approximately 13% and 14% of aggregate Capital Commitments received, respectively.

(4)Investments

The composition of the Company’s investment portfolio at cost and fair value were as follows:


	March 31, 2021						December 31, 2020
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	832,369	$	841,897	88.8	%	$	575,009	$	580,867	91.2	%
Second Lien Debt	96,583		96,935		10.2		53,505		53,155		8.3
Other Securities	8,877		9,147		1.0		2,959		2,959		0.5
Total	$	937,829	$	947,979	100.0	%	$	631,473	$	636,981	100.0	%

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

The industry composition of investments at fair value were as follows:


	March 31, 2021 (1)		December 31, 2020 (1)
Auto Components	3.9	%	4.6	%
Automobiles	-0.0		-0.1
Commercial Services & Supplies	11.3		10.0
Containers & Packaging	1.4		2.0
Diversified Consumer Services	0.8		1.5
Diversified Financial Services	2.1		2.7
Electronic Equipment, Instruments & Components	1.8		—
Energy Equipment & Services	1.5		2.3
Food Products	7.7		11.2
Health Care Providers & Services	4.3		1.3
Health Care Technology	1.0		1.4
Industrial Conglomerates	3.4		5.0
Insurance	14.1		19.4
Interactive Media & Services	3.0		3.6
IT Services	15.7		12.0
Leisure Products	3.6		3.8
Machinery	2.7		—
Multi-Utilities	1.0		0.1
Professional Services	7.0		7.1
Real Estate Management & Development	4.1		5.3
Software	9.6		6.8
Total	100.0	%	100.0	%

(1) Negative percentage is resulted from negative fair value of an unfunded loan commitment.

The geographic composition of investments at cost and fair value were as follows:


	March 31, 2021						December 31, 2020
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
United States	$	937,829	$	947,979	100.0	%	$	631,473	$	636,981	100.0	%
Total	$	937,829	$	947,979	100.0	%	$	631,473	$	636,981	100.0	%

(5)Fair Value Measurements

The Company conducts the valuation of assets at all times consistent with U.S. GAAP and the 1940 Act. The Company's board of directors (the “Board”), with the assistance of the Company's Audit Committee of the Board (the “Audit Committee”), determines the fair value of the assets, for assets with a daily public market, and for assets with no readily available public market, on at least a quarterly basis, in accordance with FASB ASC 820, Fair Value Measurements (“ASC 820”). Valuation procedures are set forth in more detail below.

ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers' quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company will determine whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company will use the quote obtained.

Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Investment Adviser or the Board, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. The Board undertakes a multi-step valuation process each quarter, as described below:

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

(1)each portfolio company or investment is initially valued by the investment professionals responsible for the portfolio investment using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;

(2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management;

(3)the Board engages one independent third-party valuation firm to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment will be reviewed by an independent valuation firm at least once on a rolling twelve month basis) including review of management's preliminary valuation and conclusion of fair value;

(4)the Audit Committee reviews the assessments of the Investment Adviser and the independent third-party valuation firm and provide the Board with recommendations with respect to the fair value of each investment in the Company’s portfolio; and

(5) the Board discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.

The fair value is generally determined based on the assessment of the following factors, as relevant:

• the nature and realizable value of any collateral;

• call features, put features and other relevant terms of debt;

• the portfolio company’s leverage and ability to make payments;

• the portfolio company’s public or "private letter" credit ratings;

• the portfolio company’s actual and expected earnings and cash flow;

• prevailing interest rates for like securities and expected volatility in future interest rates;

• the markets in which the issuer does business and recent economic and/or market events; and

• comparisons to publicly traded securities.

Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.

The Board is ultimately responsible for the determination, in good faith, of the fair value of the Company's portfolio investments.

During the three months ended March 31, 2021, portfolio investments were transferred into Level 3 from Level 2 at fair value as of the beginning of the period in which the reclassification occurred, primarily due to decreased price transparency. For the three months ended March 31, 2021, there were $2,849 of investments transferred into Level 3 from Level 2.

The following table presents the fair value hierarchy of the investments:


	March 31, 2021
	Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	19,891	$	822,006	$	841,897
Second Lien Debt	—		3,864		93,071		96,935
Other Securities	—		—		9,147		9,147
Total Investments	$	—	$	23,755	$	924,224	$	947,979

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)


	December 31, 2020
	Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	22,549	$	558,318	$	580,867
Second Lien Debt	—		—		53,155		53,155
Other Securities	—		—		2,959		2,959
Total	$	—	$	22,549	$	614,432	$	636,981

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, 2021:


	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	558,318	$	53,155	$	2,959	$	614,432
Purchases of investments	289,054		48,659		5,856		343,569
Proceeds from principal repayments and sales of investments	(32,479)		(10,000)		—		(42,479)
Accretion of discount/amortization of premium	823		434		—		1,257
Payment-in-kind	—		128		62		190
Net change in unrealized appreciation (depreciation)	3,441		695		270		4,406

Transfers into/out of Level 3	2,849		—		—		2,849
Fair value, end of period	$	822,006	$	93,071	$	9,147	$	924,224

Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2021	$	3,468	$	695	$	270	$	4,433

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, 2020:


	First Lien Debt		Second Lien Debt		Total Investments
Fair value, beginning of period	$	—	$	—	$	—
Purchases of investments	76,401		14,700		91,101
Proceeds from principal repayments and sales of investments	(97)		—		(97)
Accretion of discount/amortization of premium	18		5		23
Net change in unrealized appreciation (depreciation)	(3,105)		(756)		(3,861)

Transfers into/out of Level 3	—		—		—
Fair value, end of period	$	73,217	$	13,949	$	87,166

Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2020	$	(3,105)	$	(756)	$	(3,861)

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)


	March 31, 2021
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average
Investments in first lien debt	$	822,006	Yield Analysis	Discount Rate	5.63	%	8.93	%	7.06	%
Investments in second lien debt	93,071		Yield Analysis	Discount Rate	8.02	%	11.31	%	9.64	%

Investments in other securities	$	1,571	Yield Analysis	Discount Rate	17.85	%	17.85	%	17.85	%
	7,576		Market Approach	EBITDA Multiple	9.20x		16.90x		13.97x
	$	9,147
Total	$	924,224


	December 31, 2020
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low		High		Weighted Average
Investments in first lien debt	$	558,318	Yield Analysis	Discount Rate	5.75	%	8.86	%	7.18	%
Investments in second lien debt	53,155		Yield Analysis	Discount Rate	10.35	%	10.95	%	10.52	%
Investments in other securities	2,959		Market Approach	EBITDA Multiple	9.15x		10.01x		9.71x
Total	$	614,432

The significant unobservable inputs used in the fair value measurement of the Company’s investments in first and second lien debt securities are discount rates and indicative quotes. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. Significant decreases in indicative quotes in isolation would result in a significantly lower fair value measurement.

Financial instruments disclosed but not carried at fair value

The carrying value and fair value of the Company’s secured borrowings disclosed but not carried at fair value were as follows:


	March 31, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
CIBC Subscription Facility	$	377,850	$	377,850	$	333,850	$	333,850
BNP Funding Facility	214,500		214,500		—		—
Total	$	592,350	$	592,350	$	333,850	$	333,850

The above fair value measurements were based on significant unobservable inputs and thus represent Level 3 measurements as defined under ASC 820.

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the CIBC Subscription Facility and the BNP Funding Facility (each as defined below), approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy as of March 31, 2021 and December 31, 2020, respectively.

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

(6)Debt

CIBC Subscription Facility

On December 31, 2019, the Company entered into a revolving credit agreement (the “CIBC Subscription Facility”) with CIBC Bank USA as administrative agent and arranger, which was subsequently amended on February 3, 2020. The maximum principal amount of the CIBC Subscription Facility, which was $100.0 million as of December 31, 2019, was increased to $400.0 million on November 17, 2020.

The CIBC Subscription Facility allows the Company to borrow up to $400.0 million at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which is based on unused Capital Commitments. The amount of permissible borrowings under the CIBC Subscription Facility may be increased to up to an aggregate amount of $500.0 million with the consent of the lenders. The CIBC Subscription Facility has a maturity date of December 31, 2022.

The CIBC Subscription Facility bears interest at a rate at the Company’s election of either (i) the per annum one-, two-, or three-month LIBOR, divided by a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities, plus 1.65% or (ii) the prime rate plus 0.65%, as calculated under the CIBC Subscription Facility. The CIBC Subscription Facility is secured by the unfunded commitments of certain stockholders of the Company. The Company has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowings under the CIBC Subscription Facility are subject to the leverage restrictions contained in the 1940 Act.

As of March 31, 2021 and December 31, 2020, the Company was in compliance with all covenants and other requirements of the CIBC Subscription Facility. The summary information of the CIBC Subscription Facility is as follows:


	Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
Borrowing interest expense	$	1,640		$	133
Facility unused commitment fees	17			114
Amortization of financing costs	333			172
Total	$	1,990		$	419
Weighted average interest rate (excluding unused fees and financing costs)	1.79		%	2.83		%
Weighted average outstanding balance	$	365,917		$	18,544

During the three months ended March 31, 2021, the Company borrowed $91,000 and repaid $47,000 under the CIBC Subscription Facility.

During the three months ended March 31, 2020, the Company borrowed $119,000 and repaid $3,000 under the CIBC Subscription Facility.

BNP Funding Facility

On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement, which was subsequently amended on December 11, 2020 and March 2, 2021, respectively with DLF LLC, as the borrower, BNP Paribas (“BNP”), as the administrative agent and lender, the Company, as the equity holder and as the servicer, and U.S. Bank National Association, as collateral agent, pursuant to which BNP has agreed to extend credit to DLF LLC (the “BNP Funding Facility”). As of March 31, 2021, the borrowing capacity under the BNP Funding Facility is $600.0 million. The applicable margin on borrowings during the reinvestment period ranges between 1.95% and 2.75% and, after the reinvestment period, between 2.45% and 3.25%. The BNP Funding Facility has a maturity date of October 13, 2025.

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

As of March 31, 2021 and December 31, 2020, the Company was in compliance with all covenants and other requirements of the BNP Funding Facility. The summary information of the BNP Funding Facility is as follows:


	Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
Borrowing interest expense	$	550		$	—
Facility unused commitment fees	10			—
Amortization of financing costs	208			—
Total	$	768		$	—
Weighted average interest rate (excluding unused fees and financing costs)	2.68		%	—		%
Weighted average outstanding balance	$	82,000		$	—

During the three months ended March 31, 2021, the Company had $214,500 borrowed under the BNP Funding Facility.

The Company's outstanding debt obligations were as follows:


	March 31, 2021
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Amount Available(1)
CIBC Subscription Facility	$	400,000	$	377,850	$	22,150	$	22,150
BNP Funding Facility	600,000		214,500		385,500		167,741
Total	$	1,000,000	$	592,350	$	407,650	$	189,891


	December 31, 2020
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Amount Available(1)
CIBC Subscription Facility	$	400,000	$	333,850	$	66,150	$	66,150
BNP Funding Facility	300,000		—		300,000		126,198
Total	$	700,000	$	333,850	$	366,150	$	192,348

(1) The amount available reflects any limitations related to each credit facility's borrowing base.

(7)Commitments and Contingencies

In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

As of March 31, 2021, the Company had $380,872 unfunded commitments to fund delayed draw and revolving senior secured loans. As of December 31, 2020, the Company had $206,540 unfunded commitments to fund delayed draw and revolving senior secured loans.

A summary of the Company’s contractual payment obligations under the CIBC Subscription and BNP Funding Facilities as of March 31, 2021 is as follows:

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)


	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
CIBC Subscription Facility	$	377,850	$	—	$	377,850	$	—	$	—
BNP Funding Facility	214,500		—		—		214,500		—
Total Contractual Obligations	$	592,350	$	—	$	377,850	$	214,500	$	—

As of March 31, 2021 and December 31, 2020, the Company had $1,495,809 and $1,445,809, respectively, in total capital commitments from stockholders, of which $1,118,427 and $1,148,427, respectively, were unfunded.

(8)Net Assets

The following table shows the components of distributable earnings as shown on the Consolidated Statements of Assets and Liabilities:


	As of March 31, 2021		As of December 31, 2020
Net distributable earnings (accumulated losses), beginning of period	$	4,702	$	(1,156)
Net investment income (loss)	10,059		10,635
Accumulated realized gain (loss)	—		2,154
Net unrealized appreciation (depreciation)	4,642		5,508
Dividend declared	(8,570)		(13,926)
Tax reclassification of stockholders' equity	—		1,487
Net distributable earnings (accumulated losses), end of period	$	10,833	$	4,702

During the three months ended March 31, 2021, the Company completed one closing of its Private Offering. As of March 31, 2021, the Company received aggregate Capital Commitments of $1,495,809, of which $200,000 was from MS Credit Partners Holdings.

The following table summarizes the total shares issued and proceeds received related to the Company's capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2021 (dollar amounts in millions):


Share Issuance Date	Shares Issued	Amount
January 20, 2021	1,726,689	$	35.00
March 12, 2021	2,171,816	45.00
Total	3,898,505	$	80.00


Share Issuance Date	Shares Issued	Amount
February 5, 2020	2,874,810	$	57.50
March 27, 2020	2,410,313	44.95
Total	5,285,123	$	102.45

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

On March 31, 2021, the Company issued a capital call and delivered capital drawdown notices totaling $110,000, which was due on April 12, 2021. Subscribed but unissued shares are presented in equity with a deduction of subscriptions receivable until cash is received for a subscription. No cash was received related to this capital call as of March 31, 2021.

The Company’s weighted average number of shares outstanding for the three month periods ended March 31, 2021 and 2020 were 16,955,606 and 7,559,426 shares, respectively.

The following table summarizes the Company's dividends declared and payable for the three months ended March 31, 2021. No dividends were declared for the three months ended March 31, 2020 (dollar amounts in thousands):


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
March 18, 2021	March 18, 2021	April 22, 2021	$	0.45	$	8,570
Total Distributions			$	0.45	$	8,570

(9)Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


	For the three months ended March 31, 2021		For the three months ended March 31, 2020
Numerator for basic and diluted earnings per share - net increase/(decrease) in net assets resulting from operations	$	14,701	$	(3,681)
Denominator for basic and diluted earnings per share - weighted average shares outstanding	16,955,606		3,091,766		(1)
Basic and diluted earnings per share	$	0.87	$	(1.19)

(1) Calculated for the period from February 5, 2020, the date of first external issuance of shares through March 31, 2020 for the three months ended March 31, 2020.

(10) Financial Highlights

The Company commenced investing operations on January 31, 2020. Net asset value, at the beginning of period represents the initial offering price per share. The following are the financial highlights for the three months ended March 31, 2021 and March 31, 2020, respectively (dollar amounts in thousands, except per share data):

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)


	For the three months ended March 31, 2021			For the three months ended March 31, 2020
Per Share Data:(1)
Net asset value, beginning of period	$	20.08		$	20.00
Net investment income (loss)	0.59			0.04
Net unrealized and realized gain (loss)(2)	0.25			(1.74)
Net increase (decrease) in net assets resulting from operations	0.84			(1.70)
Distributions declared	(0.45)			—
Issuance of common stock	0.02			0.17
Total increase (decrease) in net assets	0.41			(1.53)
Net asset value, end of period	$	20.49		$	18.47
Shares outstanding, end of period	19,044,414			5,286,873
Total return based on net asset value(3)	4.27		%	(7.65)		%
Ratio/Supplemental Data (all amounts in thousands except ratios and shares):
Net assets, end of period	$	390,213		$	97,646
Weighted average shares outstanding(4)	16,955,606			3,091,766
Ratio of net expenses to average net assets(5)	5.52		%	3.85		%
Ratio of expenses before waivers to average net assets(5)	7.18		%	4.23		%
Ratio of net investment income to average net assets(5)	14.03		%	0.83		%
Total capital commitments, end of period	$	1,495,809		$	1,070,450
Ratios of total contributed capital to total committed capital, end of period	25.23		%	9.57		%
Asset coverage ratio	165.88		%	184.18		%
Portfolio turnover rate	5.50		%	0.11		%

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(2)For the three months ended March 31, 2021 and March 31, 2020, the amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)Total return (not annualized) is calculated assuming a purchase of common stock at the opening of the first day of the period and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company's dividend reinvestment plan.

(4)For the three months ended March 31, 2020, weighted average shares outstanding was calculated for the period from February 5, 2020, the date of first external issuance of shares through March 31, 2020.

(5)Amounts are annualized except for incentive fees, and expense support amounts relating to organizational and offering costs.

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2021

(In thousands, except shares and per share data)

(11) Subsequent Events

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.

On April 1, 2021 and April 30, 2021, the Company closed new Capital Commitments of $8.8 million and $19.2 million, respectively, which bring our total Capital Commitments to $1,523.8 million.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(dollar amounts in thousands, except per share amounts, unless otherwise indicated)

In this Quarterly Report on Form 10-Q, or this “Report”, except where context suggests otherwise, the terms

"Company," "we," "our" or "us" refers to Morgan Stanley Direct Lending Fund and its consolidated subsidiaries. This Report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. 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 our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," 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:

•our future operating results;

•our business prospects and the prospects of our portfolio companies;

•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of the current Coronavirus (also referred to as “COVID-19” or “Coronavirus”) pandemic;

•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with MS Capital Partners Adviser Inc., our investment adviser, or the Investment Adviser, and its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives, including as a result of the Coronavirus pandemic;

•the use of borrowed money to finance a portion of our investments;

•the adequacy of our financing sources and working capital;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments;

•the ability of our Investment Adviser and its affiliates to attract and retain highly talented professionals;

•our ability to qualify and maintain our qualification as a business development company, or a BDC, and as a regulated investment company, or a RIC, under the Internal Revenue Code of 1986, as amended, or the Code;

•the effect of changes in tax laws and regulations and interpretations thereof; and

•the risks, uncertainties and other factors we identify under "Item 1A. Risk Factors" and elsewhere in this Report.

The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” 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 Report 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 set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, or the Form 10-K, and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. 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 Securities and Exchange Commission, or the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

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You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended, or 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.

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OVERVIEW

We are an externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code.

Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors. For the purposes of this report, “middle-market companies” refers to companies that, in general, generate annual EBITDA in the range of approximately $15 million to $100 million, which we believe is a useful proxy for cash flow. We intend to achieve our investment objective by investing primarily in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic assets. Typical middle-market senior loans may be issued by middle-market companies in the context of LBOs, acquisitions, debt refinancings, recapitalizations, and other similar transactions. We expect to generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends on any direct equity investments, capital gains on the sales of loans and debt and equity investments and various other loan origination and other fees.

On September 18, 2020, the SEC granted us exemptive relief (the “Order”) that allows us to enter into certain negotiated co-investment transactions alongside certain Affiliated Investment Accounts (as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

Coronavirus Developments

The effect on the U.S. and global economy of the ongoing Coronavirus pandemic, uncertainty relating to more contagious strains of the Coronavirus that have emerged in the United States and globally, the global vaccine rollout, the length of economic recovery, and policies of the new U.S. presidential administration have created stress on the market and could affect our portfolio companies. Despite these factors, we believe we are very well positioned to manage the current environment. Our portfolio was constructed almost entirely “post-COVID-19” market dislocation and we believe we still have sufficient available capital to be prudently invested in the current credit environment. We intend to continue to deploy capital in a measured pace as we find what we believe are compelling investment opportunities, while seeking to avoid investing in cyclical industries and industries directly impacted by the effects of the Coronavirus pandemic.

We cannot predict the full impact of the Coronavirus pandemic, especially in light of the uncertainty surrounding more contagious strains of the virus that have emerged in the United States and globally and the potential impact on the vaccine rollout. The economic impact of the Coronavirus pandemic is uncertain as the duration and extent of the travel restrictions, business closures and other measures that have been and may in the future be imposed on our portfolio companies, our service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities, is unknown. As such, the extent to which Coronavirus and/or other health pandemics may negatively affect our and our portfolio companies’ operating results and financial condition, or the duration of any potential business or supply-chain disruption for us, our Investment Adviser and/or our portfolio companies, is uncertain. Depending on the duration and extent of the disruption to the operations of our portfolio companies, certain portfolio companies may experience financial distress and possibly default on their financial obligations to us and their other capital providers. Some of our portfolio companies may significantly curtail business operations, furlough or lay off employees and terminate service providers, and defer capital expenditures if subjected to prolonged and severe financial distress, which would likely impair their business on a permanent basis. These developments would likely result in a decrease in the value of our investment in any such portfolio company.

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We will continue to monitor the rapidly evolving situation relating to the Coronavirus pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and may take additional actions based on such pronouncements. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of Coronavirus on our financial condition, results of operations or cash flows in the future.

Investment Strategy

Our primary investment strategy is to make privately negotiated senior secured credit investments in U.S. middle-market companies that have leading market positions, enjoy high barriers to entry, such as high start-up costs or other obstacles that prevent new competitors from easily entering the portfolio company's industry or area of business, generate strong and stable free cash flow and are led by a proven management team with strong financial sponsor backing. Our investment approach is focused on long-term credit performance, risk mitigation and preservation of capital. Our Investment Adviser employs a highly rigorous, fundamentals-driven and disciplined investment process developed and refined by the investment professionals of the private credit platform of Morgan Stanley Investment Management, which is Morgan Stanley’s investment management unit and represents one of Morgan Stanley’s three business segments. MS Capital Partners Adviser Inc., our investment adviser, or the Investment Adviser, is an indirect wholly owned subsidiary of Morgan Stanley. The experienced investment professionals of our Investment Adviser work on a particular transaction from origination to close and continues to monitor each investment throughout its life cycle.

We seek to invest primarily in companies backed by leading private equity sponsors with strong track records. We believe lending to sponsor-backed companies (versus non-sponsor-backed companies) has many distinct potential advantages including:

•Strong, predictable deal flow given significant private equity committed capital;

•Well-capitalized borrowers, including access to additional capital from sponsors, if needed;

•Access to detailed financial, operational, industry data, and third-party legal and accounting due diligence reports conducted by the sponsor as part of their due diligence;

•Proper oversight and governance provided by a board of directors, coupled with industry and/or operating expertise;

•Natural alignment of interests between lender and sponsor given focus on exit strategy; and

•Supplemental diligence beyond the credit analysis of the borrower, given the ability to analyze track records of each private equity firm.

We intend to create and maintain a well-diversified, defensive portfolio of investments focusing on generally avoiding issuer or industry concentration in order to mitigate risk and achieve our investment objective. We intend to primarily focus on U.S. middle-market companies. However, to the extent that we invest in foreign companies, we intend to do so in accordance with the limitations under the 1940 Act and only in jurisdictions with established legal frameworks and a history of respecting creditor rights, including the United Kingdom and countries that are members of the European Union, as well as Canada, Australia and Japan. Our investment strategy is predicated on seeking to lend to companies in non-cyclical industry sectors (typically avoiding sectors such as retail, restaurants, energy, alcohol, tobacco, pork manufacturing, gaming and gambling, and pornography) with proven management teams.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We expect to generate revenue primarily in the form of interest income on debt investments we hold. In addition, we expect to generate income from dividends on direct equity investments, capital gains on the sales of loans and debt and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and generally bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the

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outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to the investment advisory agreement entered into between us and our Investment Adviser (the “Investment Advisory Agreement”); (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and our Administrator (the “Administration Agreement”); and (iii) other operating expenses as detailed below:

•initial organization costs and offering costs incurred prior to the filing of our election to be regulated as a BDC (subject to the expense support and waiver agreement);

•costs associated with our initial private offering;

•costs of any other offerings of our common stock, par value $0.001 per share (the “Common Stock”), and other securities, if any;

•calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);

•out of pocket expenses, including travel expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing our rights;

•base management fee and any incentive fee payable under the Investment Advisory Agreement;

•certain costs and expenses relating to distributions paid by us;

•administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;

•debt service and other costs of borrowings or other financing arrangements;

•the allocated costs incurred by the Investment Adviser in providing managerial assistance to those portfolio companies that request it;

•amounts payable to third parties relating to, or associated with, making or holding investments;

•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;

•transfer agent and custodial fees;

•costs of hedging;

•commissions and other compensation payable to brokers or dealers;

•any stock exchange listing fees and fees payable to rating agencies;

•cost of effecting any sales and repurchases of our Common Stock and other securities;

•federal and state registration fees;

•U.S. federal, state and local taxes, including any excise taxes;

•independent director fees and expenses;

•costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing;

•the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and costs and expenses of preparation for the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;

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•the costs of specialty and custom software for monitoring risk, compliance and overall investments;

•any fidelity bond required by applicable law;

•any necessary insurance premiums;

•indemnification payments;

•any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company);

•direct fees and expenses associated with independent audits, agency, consulting and legal costs;

•cost of winding up; and

•all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement based upon our allocable portion of the compensation paid to our Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.

We will reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

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PORTFOLIO AND INVESTMENT ACTIVITY

As of March 31, 2021, we had investments in fifty-three portfolio companies across twenty-one industries. Based on fair value as of March 31, 2021, 99.8% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. Approximately 96.7% of our debt investments at fair value had a LIBOR floor. The weighted average LIBOR floor across our debt investments was approximately 0.9% as of March 31, 2021. These floors allow us to potentially mitigate (to a degree) the impact of spread widening on the valuation of our investments. As of March 31, 2021, our weighted average total yield on debt securities at amortized cost was 7.4%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of March 31, 2021.

As of December 31, 2020, we had investments in thirty-six portfolio companies across nineteen industries. Based on fair value as of December 31, 2020, 99.8% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. Approximately 95.2% of our debt portfolio at fair value had a LIBOR floor. The weighted average LIBOR floor across our floating-rate portfolio was approximately 1.0% as of December 31, 2020. Our weighted average total yield on debt securities at amortized cost was 7.5%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2020.

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated, dollar amounts in thousands):


	As of and for the Three Months Ended March 31, 2021			As of and for the Three Months Ended March 31, 2020
New Investments Committed/Purchased
Gross Principal Balance(1)	$	568,087		$	106,007
Less: Syndications/Sell down	(67,500)			—
Net New Investments Committed/Purchased	500,587			106,007
Investments, at Cost
Investments, beginning of period	631,473			—
New investments purchased	347,427			93,305
Net accretion of discount on investments	1,267			23
Payment-in-kind	190			—
Net realized gain (loss) on investments	—			—
Investments sold or repaid	(42,528)			(97)
Investments, end of period	937,829			93,231
Amount of investments funded at principal
First lien debt investments	296,428			82,028
Second lien debt investments	53,387			15,000
Other securities(2)	5,856			—
Total	355,671			97,028
Proceeds from investments sold or repaid:
First lien debt investments	30,941			97
Second lien debt investments	10,000			—
Total	$	40,941		$	97
Weighted average yield on debt and income producing investments, at cost(3)	7.4		%	8.6		%
Weighted average yield on debt and income producing investments, at fair value(3)	7.4		%	8.7		%
Number of portfolio companies	53			5
Percentage of debt investments bearing a floating rate, at fair value	99.8		%	100%
Percentage of debt investments bearing a fixed rate, at fair value	0.2		%	—		%

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(1)Includes new investment commitments, excluding sale/repayments and including unfunded investment commitments.

(2)Includes dollar amount of common equity funded.

(3)Computed as (a) the annual stated spread, plus applicable Prime/LIBOR or Floor, as applicable, plus the annual accretion of discounts, as applicable, on accruing debt securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser's Internal Risk Rating system:

Category 1 — In the opinion of our Investment Adviser, investments in Category 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Category 1 investments performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.

Category 2 — In the opinion of our Investment Adviser, investments in Category 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Category 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Category 2.

Category 3 — In the opinion of our Investment Adviser, investments in Category 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance, non-compliance with debt covenants; however principal and interest payments are not more than 120 days past due.

Category 4 — In the opinion of our Investment Adviser, investments in Category 4 involve a borrower performing substantially below expectations and indicate that the loan's risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Category 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.

The distribution of our portfolio on the Investment Adviser’s Internal Risk Rating System as of March 31, 2021 and December 31, 2020 is as follows (dollar amounts in thousands):


	March 31, 2021
	Fair Value		% of Portfolio		Number of Portfolio Companies
Risk rating 1	$	33,293	3.5	%	1
Risk rating 2	914,686		96.5		52
	$	947,979	100.0	%	53


	December 31, 2020
	Fair Value		% of Portfolio		Number of Portfolio Companies
Risk rating 1	$	31,230	4.9	%	1
Risk rating 2	605,751		95.1		35
	$	636,981	100.0	%	36

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CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results (dollar amounts in thousands):


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Total investment income	$	17,345	$	923
Less: Net expenses	7,281		814
Net investment income	10,064		109
Less: Excise tax expense	5		—
Net change in unrealized appreciation (depreciation)	4,642		(3,790)

Net increase (decrease) in net assets resulting from operations	$	14,701	$	(3,681)

Investment Income

Investment income was as follows (dollar amounts in thousands):


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Investment income:
Interest income	$	14,956	$	917
Payment-in-kind interest income	188		—
Other income	2,201		6
Total investment income	$	17,345	$	917

For the three months ended March 31, 2021, total investment income was driven by our deployment of capital and invested balance of investments. The size of our investment portfolio at fair value increased to $948.0 million at March 31, 2021 from $89.4 million at March 31, 2020. All senior secured debt investments were income-producing as of March 31, 2021.

Interest income on our first and second lien debt investments is generally dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of March 31, 2021, and for the period then ended, all of our first and second lien debt investments were performing and current on their interest payments.

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Expenses

Expenses were as follows (dollar amounts in thousands):


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Expenses:
Interest expense	$	2,758	$	419
Organization and offering costs	39		181
Professional fees	492		162
Directors’ fees	82		87
Management fees	1,967		66
Income based incentive fee	2,306		—
Capital gains incentive fee	812		—
Administrative service fees	50		36
General and other expenses	239		21
Total expenses	8,745		972
Expense support	11		(109)
Management fees waiver	(1,475)		(49)
Net expenses	$	7,281	$	814
Excise tax expense	$	5	$	—

The increase in interest expense for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily driven by increased borrowings under our credit facilities as a result of increased deployment of capital for investments. Weighted average outstanding debt balance increased to $447,917 for the three months ended March 31, 2021, from $18,544 for the three months ended March 31, 2020.

The increase in management fees (net of management fees waiver) and income based incentive fee for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 were primarily driven by increased deployment of capital, which resulted in higher average gross assets as a basis for base management fee calculation, and higher pre-incentive fee net investment income for income based incentive fee calculation. Total value of investment portfolio was $947,979 at March 31, 2021 and $89,441 at March 31, 2020. Total pre-incentive fee net investment income was $13,177 and $109 for the three months ended March 31, 2021 and March 31, 2020.

The capital gains incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement. For the three months ended March 31, 2021, we accrued capital gains incentive fee of $812 due to net change in realized and unrealized gain of $4,642 during the period. No capital gains incentive fee was payable as of March 31, 2021. For the three months ended March 31, 2020, we did not accrue any capital gains incentive fee as we were at a net realized and unrealized cumulative loss position at March 31, 2020.

Organization costs and offering costs include expenses incurred in our initial formation and our offering of Common Stock. Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of our Company. Administrative service fees represent fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs. The increase in professional fees, administrative service fees and other general and administrative expenses for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily driven by an increase in our investments as a result of our deployment of capital.

For the three months ended March 31, 2021, expense support includes recoupment of previously waived excess organization and offering expenses of $11. For the three months ended March 31, 2020, expense support includes excess organization and offering

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costs of $109 that the Investment Adviser had committed to pay. Excess organization and offering costs are subject to reimbursement to the Investment Adviser at a future date. See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Related Party Transactions.”

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes.

Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020



Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	$	4,642	$	(3,790)
Net realized and unrealized gains (loss)	$	4,642	$	(3,790)

During the three months ended March 31, 2021, the valuations of our debt investments generally increased as a result of the tightening credit spread environment and positive change in the broadly syndicated loan market during the period. During the three months ended March 31, 2020, the net change in unrealized loss on investments was primarily a result of markdowns in the fair value of our investment portfolio, impacted by a widening credit spread environment and weakness in the broadly syndicated loan market during the period.

There were no realized gain/(loss) during the three months ended March 31, 2021 and March 31, 2020, respectively.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Common Stock, net borrowings from our credit facilities, and through cash flows from operations, including investment sales and repayments as well as income earned on investments and cash equivalents. Details of our credit facilities are described in “Debt” below. We may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

As of March 31, 2021, we had approximately $64.2 million of cash, which taken together with our approximately $22.2 million and $385.5 million of availability under the CIBC Subscription Facility and the BNP Funding Facility (subject to borrowing base availability), respectively, and our approximately $1,118.4 million of uncalled capital commitments to purchase shares of Common Stock, or Capital Commitments, we expect to be sufficient for our investing activities and to conduct our operations in the near term.

Equity

As of March 31, 2021, we had received aggregate Capital Commitments of approximately $1,495.8 million, of which $200.0 million was from an affiliate of the Investment Adviser.

During the three months ended March 31, 2021, we received proceeds from two capital calls and issued shares to our stockholders. As a result, the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2021 were as follows (dollar amounts in millions):


Share Issuance Date	Shares Issued	Amount
January 20, 2021	1,726,689	$	35.00
March 12, 2021	2,171,816	45.00
Total	3,898,505	$	80.00

On March 31, 2021, we issued a capital call and delivered capital drawdown notices totaling $110.0 million which was due on April 12, 2021. No cash was received as of March 31, 2021 for this capital call.

The following table summarizes the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2020 (dollar amounts in millions):


Share Issuance Date	Shares Issued	Amount
February 5, 2020	2,874,810	$	57.50
March 27, 2020	2,410,313	44.95
Total	5,285,123	$	102.45

Distributions and Dividend Reinvestment

The following table summarizes our distributions declared and payable for the three months ended March 31, 2021 (dollar amounts in thousands). No distributions were declared for the three months ended March 31, 2020:


Date Declared	Record Date	Payment Date	Per Share Amount		Total Amount
March 18, 2021	March 18, 2021	April 22, 2021	$	0.45	$	8,570
Total Distributions			$	0.45	$	8,570

We adopted an “opt in” dividend reinvestment plan (“DRIP”). As a result, our stockholders who elect to “opt in” to the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. Stockholders who receive distributions in the form of shares of Common Stock will generally be subject to the same U.S.

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federal, state and local tax consequences as if they received cash distributions; however, those stockholders will not receive cash with which to pay any applicable taxes. Shares issued under the DRIP will not reduce an investor’s outstanding capital commitment.

The following table summarizes DRIP shares issued and amounts for the three months ended March 31, 2021 (dollar amounts in thousands). No DRIP shares were issued for the three months ended March 31, 2020:


Payment Date	DRIP Shares Value		DRIP Shares Issued
January 27, 2021	$	2,462	121,484
Total	$	2,462	121,484

Debt

Our outstanding debt obligations were as follows (dollar amounts in thousands):


	March 31, 2021
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Amount Available(1)
CIBC Subscription Facility	$	400,000	$	377,850	$	22,150	$	22,150
BNP Funding Facility	600,000		214,500		385,500		167,741
Total	$	1,000,000	$	592,350	$	407,650	$	189,891


	December 31, 2020
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Amount Available(1)
CIBC Subscription Facility	$	400,000	$	333,850	$	66,150	$	66,150
BNP Funding Facility	300,000		—		300,000		126,198
Total	$	700,000	$	333,850	$	366,150	$	192,348

(1) The amount available reflects any limitations related to each credit facility's borrowing base.

CIBC Subscription Facility

On December 31, 2019, we entered into the CIBC Subscription Facility with CIBC Bank USA as administrative agent and arranger. As of March 31, 2021, the CIBC Subscription Facility, as amended, allows us to borrow up to $400.0 million at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which is based on unused capital commitments.

The amount of permissible borrowings under the CIBC Subscription Facility may be increased to up to an aggregate amount of $500 million with the consent of the lenders. The CIBC Subscription Facility has a maturity date of December 31, 2022.

The CIBC Subscription Facility bears interest at a rate at our election of either (i) the per annum one-, two-, or three-month LIBOR, divided by a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities, plus 1.65% or (ii) the prime rate plus 0.65%, as calculated under the CIBC Subscription Facility. The CIBC Subscription Facility is secured by the unfunded commitments of certain of our investors. We have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowings under the CIBC Subscription Facility are subject to the leverage restrictions contained in the 1940 Act, as amended, or the 1940 Act.

During the three months ended March 31, 2021, we borrowed $91,000 and repaid $47,000 under the CIBC Subscription Facility. During the three months ended March 31, 2020, we borrowed $119,000 and repaid $3,000 under the CIBC Subscription Facility. As of March 31, 2021 and December 31, 2020, we had $377,850 and $333,850 outstanding under the CIBC Subscription Facility,

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respectively. As of March 31, 2021 and December 31, 2020, we had $22,150 and $66,150, respectively, of available capacity under the CIBC Subscription Facility.

BNP Funding Facility

During the three months ended March 31, 2021, we borrowed $214,500 under the BNP Funding Facility. During the year ended December 31, 2020, we had no amount borrowed under the BNP Funding Facility. As of March 31, 2021 and December 31, 2020, we had $214,500 and $0 outstanding under the BNP Funding Facility, respectively. As of March 31, 2021 and December 31, 2020, we had $385,500 and $300,000, respectively, of available capacity under the BNP Funding Facility (subject to borrowing base availability).

As of March 31, 2021, we were in compliance with all covenants and other requirements of the CIBC Subscription Facility and BNP Funding Facility, as well as the leverage restrictions contained in the 1940 Act.

OFF BALANCE SHEET ARRANGEMENTS

In the ordinary course of our business, we enter into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in our financial statements as of March 31, 2021 in Part I, Item 1 of this Report for any such exposure.

We have in the past and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.

As of March 31, 2021, we had delayed draw and revolving senior secured loans with an aggregate $380.9 million of unfunded commitments.

As of December 31, 2020, we had delayed draw and revolving senior secured loans with an aggregate of $206.5 million of unfunded commitments.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of March 31, 2021, management is not aware of any material pending or threatened litigation relating to us.

CONTRACTUAL OBLIGATIONS

A summary of our contractual payment obligations under our CIBC Subscription Facility and BNP Funding Facility as of March 31, 2021 is as follows (dollar amounts in thousands):


	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
CIBC Subscription Facility	$	377,850	$	—	$	377,850	$	—	$	—
BNP Funding Facility	214,500		—		—		214,500		—
Total Contractual Obligations	$	592,350	$	—	$	377,850	$	214,500	$	—

RECENT DEVELOPMENTS

During the period from April 1, 2021 through May 10, 2021, the Company has closed or the Investment Adviser's Investment Committee has committed/approved approximately $463.4 million of new/add-on investments. This includes transactions for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore the Company believes are likely to close. Of these new commitments, approximately 94.8% were first lien senior secured loans, 1.3% were second lien senior secured loans, and 3.9% were preferred and common equity investments. 100% of the senior secured loans were floating rate loans. We remain highly focused on conducting extensive due diligence and leveraging the Morgan Stanley platform. We continue to seek to invest in companies that are led by strong management teams, generate substantial free cash flow, have leading market positions, benefit from sustainable business models, and are well positioned to perform well despite the impact of Coronavirus. We believe the current market environment offers opportunities to seek compelling risk adjusted returns. Our investment pace will depend on several factors including the market environment, deal flow, and the continued impact of Coronavirus.

On March 31, 2021, we delivered a capital drawdown notice to our stockholders relating to the sale of approximately 5,326,877 shares of Common Stock for an aggregate offering price of $110.0 million. The sale closed on April 12, 2021.

On April 1, 2021 and April 30, 2021, the Company closed new Capital Commitments of $8.8 million and $19.2 million, respectively, which bring our total Capital Commitments to $1,523.8 million.

CRITICAL ACCOUNTING POLICIES

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, should be read in connection with our financial statements in Part I, Item 1 of this Form 10-Q, and “Risk Factors” in Part II, Item 1A of this Form 10-Q, and “Risk Factors” in Part I, Item 1A of our Form 10-K.

RELATED PARTY TRANSACTIONS

We have entered into a number of business relationships with affiliated or related parties, including the following:

•the Investment Advisory Agreement;

•the Administration Agreement;

•the Placement Fee Agreement; and

•Expense Support and Waiver Agreement.

See “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3. Related Party Transactions.”

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including valuation risk, market risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Coronavirus Developments.” Most of our investments will not have a readily available market price. To ensure accurate valuation, our investments are valued at fair value in good faith by the Board, based on, among other things, the input of the Investment Adviser, our Audit Committee and independent third-party valuation firm engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Market Risk

The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Company’s investments and net asset value and can lead to increased market volatility. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Coronavirus Developments.”

Interest Rate Risk

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

In addition, the Coronavirus pandemic has resulted in a decrease in LIBOR and a general reduction of certain interest rates by the U.S. Federal Reserve and other central banks. A continued decline in interest rates, including LIBOR, could result in a reduction of our gross investment income. In addition, our net investment income could also decline if such decreases in LIBOR are not offset by, among other things, a corresponding increase in the spread over LIBOR in our portfolio investments, a decrease in our operating expenses, or a decrease in the interest rates of our liabilities that are tied to LIBOR. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Coronavirus Developments.”

As of March 31, 2021, 99.8% of our debt investments were at floating rates. Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2021, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of March 31, 2021) (dollar amounts in thousands):

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		Interest		Interest		Net
Basis Point Change - Interest Rates		Income		Expense		Income
Up 300 basis points	$	21,262	$	(17,771)	$	3,492
Up 200 basis points	$	11,756	$	(11,847)	$	(91)
Up 100 basis points	$	2,249	$	(5,924)	$	(3,675)
Down 100 basis points	$	(47)	$	658	$	611
Down 200 basis points	$	(47)	$	658	$	611
Down 300 basis points	$	(47)	$	658	$	611

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities.

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Item 4: Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Report and determined that our disclosure controls and procedures are effective as of the end of the period covered by this Report.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1: Legal Proceedings.

Each of us, the Investment Adviser and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of us, the Investment Adviser and the Administrator is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against any of us, the Investment Adviser or the Administrator.

Item 1A: Risk Factors.

In addition to the other information set forth in this Report, you should carefully consider the risk factors previously disclosed under Item 1A of the Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks disclosed in the Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.

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Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Unregistered Securities

Refer to “Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” in this Report and our Current Reports on Form 8-K filed on January 22, 2021, March 18, 2021 and April 19, 2021, for issuances of our Common Stock during the quarter ended March 31, 2021. Such issuances were part of our Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder.

Issuer Purchases of Equity Securities

None.

Item 3: Defaults Upon Senior Securities.

None.

Item 4: Mine Safety Disclosures.

Not applicable

Item 5: Other Information.

None.

Item 6: Exhibits.

EXHIBIT INDEX



Number						Description
10.1						Amendment No. 2 to Revolving Credit and Security Agreement, dated as of March 2, 2021, among DLF Financing SPV LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Morgan Stanley Direct Lending Fund, as equity holder and servicer, and U.S. Bank National Association, as collateral agent.(1)
31.1*						Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*						Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1*						Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)						Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed by the Company on March 19, 2021 (File No. 814-01332)

_________________

* Filed herewith

SIGNATURES

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 thereunto duly authorized.


	Morgan Stanley Direct Lending Fund

Dated: May 10, 2021	By	/s/ Jeffrey S. Levin
		Jeffrey S. Levin
		President and Chief Executive Officer
		(Principal Executive Officer)

Dated: May 10, 2021	By	/s/ Venugopal Rathi
		Venugopal Rathi
		Chief Financial Officer
		(Principal Financial Officer)

Morgan Stanley Direct Lending Fund - FORM 10-Q - May 10, 2021

Attached files

Morgan Stanley Direct Lending Fund Reports