UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2024 (
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
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.
Securities registered pursuant to Section 12(b) of the Act:
Item 1.01. Entry into a Material Definitive Agreement
On August 7, 2024, MSD Investment Corp. (the “Company”) issued and sold $69,000,000 in aggregate principal amount of 7.00% Series A Senior Notes due 2027 (the “Series A Notes”), $75,000,000 in aggregate principal amount of Series B Floating Rate Senior Notes due 2027 (the “Series B Notes”), $116,000,000 in aggregate principal amount of 7.11% Series C Senior Notes due 2029 (the “Series C Notes”), and $75,000,000 in aggregate principal amount of Series D Floating Rate Senior Notes due 2029 (the “Series D Notes” and, together with the Series A Notes, the Series B Notes, and the Series C Notes, the “Notes”) to certain investors in an offering exempt from registration under the Securities Act of 1933, as amended. The Notes were issued and sold pursuant to a Note Purchase Agreement, dated August 7, 2024, by and among the Company and the purchasers named therein (the “Note Purchase Agreement”).
Interest on the Series A Notes and the Series C Notes shall be payable semi-annually on February 7 and August 7, commencing on February 7, 2025, and interest on the Series B Notes and Series D Notes shall be payable quarterly on February 7, May 7, August 7, and November 7, commencing on November 7, 2024. The Series A Notes and the Series C Notes shall be redeemable in whole or in part at the option of the Company at any time or from time to time prior to May 9, 2027, at a redemption price of 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest payments otherwise payable thereon and the Make-Whole Amount (as defined in the Note Purchase Agreement), and thereafter at par, upon not less than 10 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof. The Series B Notes and the Series D Notes shall be redeemable in whole or in part at the option of the Company at any time or from time to time prior to May 9, 2029, at a redemption price of 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest payments otherwise payable thereon and the Make-Whole Amount (as defined in the Note Purchase Agreement), and thereafter at par, upon not less than 10 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof. The Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as: (i) information reporting, (ii) maintenance of the Company’s status as a BDC within the meaning of the Investment Company Act of 1940, as amended, (iii) a minimum consolidated net worth of $1,130,000,000, (iv) a minimum asset coverage ratio of 1.50 to 1.00, and (v) maintenance of a Debt Rating (as defined in the Note Purchase Agreement) for each series of Notes from an acceptable rating agency.
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, certain cross-defaults or cross-acceleration under other indebtedness of the Company, certain judgments and orders and certain events of bankruptcy.
The description above is only a summary of the material provisions of the Note Purchase Agreement and is qualified in its entirety by reference to the copy of the Note Purchase Agreement which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
Item 7.01. Regulation FD Disclosure.
On August 12, 2024, the board of directors of the MSD Investment Corp. declared a regular distribution to stockholders in the amount of $0.65 per share and a special distribution to stockholders in the amount of $0.02 per share. The distributions will be payable on September 27, 2024 to stockholders of record as of September 13, 2024.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT NUMBER |
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DESCRIPTION |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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MSD Investment Corp. |
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Dated: August 13, 2024 |
By: |
/s/ Brian Williams |
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Name: |
Brian Williams |
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Title: |
Chief Financial Officer and Treasurer |