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): November 13, 2025 (November 7, 2025)
MSD INVESTMENT CORP.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
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814-01481 |
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87-4195402 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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550 Madison Ave., 20th Floor
New York, NY |
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10022 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 212-303-4728
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 (§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: None
Item 3.02. Unregistered Sales of Equity Securities.
On October 24, 2025, MSD Investment Corp. (the “Company”) delivered a capital drawdown notice to its stockholders relating to the sale of 12,494,794 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 $300.0 million. The Shares were issued on November 7, 2025.
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.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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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: November 13, 2025 |
By: |
/s/ Brian Williams |
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Name: |
Brian Williams |
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Title: |
Chief Financial Officer and Treasurer |