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): November 4, 2024 (
(Exact name of Registrant as Specified in Its Charter)
|
|
|||
(State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
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 3.02. Unregistered Sales of Equity Securities.
On October 17, 2024, MSD Investment Corp. (the “Company”) delivered a capital drawdown notice to its stockholders relating to the sale of 10,300,783 shares (the “Shares”) of the Company's common stock, par value $0.001 per share (the “Common Stock”) for an aggregate offering price of approximately $250.0 million. The Shares were issued on October 31, 2024.
The sale of the Shares was made pursuant to subscription agreements entered into by the Company and its stockholders. Under the terms of the subscription agreements, stockholders are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum ten business days' prior notice to stockholders.
Pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder, the issuance of the Shares is exempt from registration and was undertaken in reliance on representations from the Company's stockholders that they are accredited investors, as that term is defined in Rule 501(a) of Regulation D of the Securities Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 29, 2024, the Board of Directors of the Company (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), voted to appoint Jessica Whitt as a Class III director of the Board, a member of the Nominating Committee, a member of the Audit Committee, and a member of the Pricing Committee. Ms. Whitt was appointed to fill a vacancy on the Board, and was appointed to serve as a member of the Board until the 2025 annual meeting of stockholders or until her successor is duly elected and qualified. The Board and the Nominating Committee determined that Ms. Whitt is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Company.
Ms. Whitt, 46, was most recently US Head of ESG Research for Barclays Capital (“Barclays”). She joined Barclays in 2021. She has over 15 years of experience in equity and credit research and investment management.
Prior to Barclays, Ms. Whitt was first a Senior Research Analyst covering Emerging Markets Equities and then the Head of ESG Research for Emerging Markets Equities at Morgan Stanley Investment Management. Prior to that, she was a Senior Research Analyst at Moon Capital Management. Ms. Whitt holds a B.A. in International Relations and Asian Studies from Colgate University and an MBA from the University of Chicago Booth Graduate School of Business with concentrations in Finance and Economics.
Ms. Whitt will be entitled to applicable retainer and meeting fees pursuant to the Company’s director compensation arrangements, under terms consistent with those previously disclosed by the Company. Ms. Whitt has also entered into the Company’s standard indemnification agreement.
There is no other arrangement or understanding between Ms. Whitt and any other person pursuant to which she was appointed as a Class III director of the Board, a member of the Nominating Committee, a member of the Audit Committee and a member of the Pricing Committee, nor is there any family relationship between Ms. Whitt and any other director of the Company or executive officers of the Company. There are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Ms. Whitt had, or will have, a direct or indirect material interest.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT |
|
|
NUMBER |
|
DESCRIPTION |
|
|
|
104 |
|
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.
|
MSD Investment Corp. |
||
|
|
||
Dated: November 4, 2024 |
By: |
/s/ Brian Williams |
|
|
|
Name: |
Brian Williams |
|
|
Title: |
Chief Financial Officer and Treasurer |