0000950170-23-014878.txt : 20230426 0000950170-23-014878.hdr.sgml : 20230426 20230426165058 ACCESSION NUMBER: 0000950170-23-014878 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230426 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20230426 DATE AS OF CHANGE: 20230426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSD Investment Corp. CENTRAL INDEX KEY: 0001849894 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01481 FILM NUMBER: 23850507 BUSINESS ADDRESS: STREET 1: C/O MSD PARTNERS, L.P. STREET 2: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 BUSINESS PHONE: 212.303.4758 MAIL ADDRESS: STREET 1: C/O MSD PARTNERS, L.P. STREET 2: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 FORMER COMPANY: FORMER CONFORMED NAME: MSD Investment, LLC DATE OF NAME CHANGE: 20211117 FORMER COMPANY: FORMER CONFORMED NAME: MSD Investment Corp., LLC DATE OF NAME CHANGE: 20210308 8-K 1 mbdc_8-k_4.26.23.htm 8-K 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2023 (April 21, 2023)

MSD INVESTMENT CORP.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01481

87-4195402

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

One Vanderbilt Avenue, 26th Floor
New York, NY

10017

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212-303-4728

One Vanderbilt Avenue, 26th Floor, New York, NY 10017

Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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: None

 

 

Item 3.02. Unregistered Sales of Equity Securities

On April 7, 2023, MSD Investment Corp. (the “Company”) delivered a capital drawdown notice to its stockholders relating to the sale of approximately 4,446,421 shares (the “Shares”) of the Company's common stock, par value $0.001 per share (the “Common Stock”) for an aggregate offering price of $100.0 million. The Shares were issued on April 21, 2023.

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) and Regulation D of the Securities Act of 1933, as amended, (the “Securities Act”), 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.

 

 

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: April 26, 2023

By:

/s/ Brian Williams

Name:

 Brian Williams

Title:

Chief Financial Officer and Treasurer