secwatch / observer

Morgan Stanley Direct Lending Fund — fact timeline

Source-grounded facts extracted from Morgan Stanley Direct Lending Fund's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

MSDL Morgan Stanley Direct Lending Fund JSON
Shareholder Votes

Morgan Stanley Direct Lending Fund shareholders approved To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm at the 2026-06-01 meeting.

“For Against Abstain Broker Non-Votes 50,452,826 830,144 380,973 —”
Shareholder Votes

Morgan Stanley Direct Lending Fund shareholders approved To elect each of David N. Miller and Kevin Shannon as a director at the 2026-06-01 meeting.

“For Against Abstain Broker Non-Votes 1a. David N. Miller 19,777,562 707,103 296,119 30,883,159 1b. Kevin Shannon 14,855,342 5,626,081 299,361 30,883,159”

Jonathan Frohlinger resigned as Principal Accounting Officer at Morgan Stanley Direct Lending Fund.

“On May 26, 2026, Jonathan Frohlinger notified the Board of Directors of Morgan Stanley Direct Lending Fund (the “Company”) of his resignation as the Company’s Principal Accounting Officer, effective as of May 26, 2026.”
Earnings Releases

Morgan Stanley Direct Lending Fund reported the first quarter ended March 31, 2026 results: net income $40.5 million, or $0.47 per share, EPS $(0.05) per share.

“Capital Partners Adviser Inc. (the “Adviser”), today announced its financial results for the first quarter ended March 31, 2026. QUARTERLY HIGHLIGHTS • Net investment income of $40.5 million, or $0.47 per share, as compared to $42.4 million, or $0.49 per share, for the quarter ended December 31, 2025; • Net asset value of $19.81 per share, as compared to $20.26 as of”
Debt Financings

Morgan Stanley Direct Lending Fund amended credit facility with Truist Bank maturing April 23, 2031.

“The First Amendment, among other things, (i) extends the commitment termination date from February 23, 2029 to April 23, 2030 and (ii) extends the maturity date from February 25, 2030 to April 23, 2031.”
Material Agreements

Morgan Stanley Direct Lending Fund amended First Amendment to Amended and Restated Senior Secured Revolving Credit Agreement with Truist Bank valued at Extends commitment termination date to April 23, 2030 and maturity date to April 23, 2031 (effective 2026-04-23).

“On April 23, 2026, Morgan Stanley Direct Lending Fund (the “Company”) entered into an amendment to that certain Amended and Restated Senior Secured Revolving Credit Agreement (the “First Amendment”) with the Company, as a borrower, Truist Bank (“Truist”), as administrative agent, the subsidiary guarantors party thereto, and the lenders and issuing banks party thereto, which amends that certain Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 25, 2025.”
Debt Financings

Morgan Stanley Direct Lending Fund amended revolving credit with BNP Paribas at a reduction in the applicable margin during the reinvestment period for each app.

“The Sixth Amendment amended certain terms of the BNP Funding Facility to provide for, among other things, (i) a reduction in the applicable margin during the reinvestment period for each applicable reference rate from 2.25% per annum to 1.95% per annum and (ii) a reduction in the applicable margin following the reinvestment period for each applicable reference rate from 2.75% per annum to 2.45% per annum.”
Debt Financings

Morgan Stanley Direct Lending Fund incurred credit facility of $50,000,000 in Class A-1 Loans at 3-month Term SOFR plus 1.54% maturing October 20, 2037.

“$50,000,000 in Class A-1 Loans (the "Class A-1 Loans") pursuant to the Class A-1 Credit Agreement (as defined below), which bear interest at a rate of 3-month Term SOFR plus 1.54%”
Governance Changes

Morgan Stanley Direct Lending Fund: Removed Article II Section 2.13 (Ratification) and Article III Section 3.14 (Interested Directors) from the bylaws (effective 2025-04-23).

“On April 23, 2025, the board of directors of Morgan Stanley Direct Lending Fund (the “Company”) adopted and approved the Company’s Second Amended and Restated Bylaws, effective as of such date, in order to remove Section 2.13, Ratification, and Section 3.14, Interested Directors.”
Governance Changes

Morgan Stanley Direct Lending Fund: Increased authorized shares of capital stock from 101,000,000 to 501,000,000 (effective 2025-03-28).

“On March 28, 2025, the Company filed an amendment with the Delaware Secretary of State to the Company’s certificate of incorporation to increase the number of authorized shares of capital stock of the Company from 101,000,000 shares to 501,000,000 shares, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share (the “Certificate of Incorporation Amendment”).”
Debt Financings

Morgan Stanley Direct Lending Fund incurred senior notes of $350,000,000 with U.S. Bank Trust Company, National Association at 6.150% maturing May 17, 2029.

“On May 17, 2024, Morgan Stanley Direct Lending Fund (the "Company") and U.S. Bank Trust Company, National Association (the "Trustee") entered into a Second Supplemental Indenture (the "Second Supplemental Indenture" and, together with the Base Indenture (as defined herein), the "Indenture") related to the Company's issuance of $350,000,000 in aggregate principal amount of its 6.150% notes due 2029 (the "Notes")”
Material Agreements

Morgan Stanley Direct Lending Fund entered into Registration Rights Agreement with Truist Securities, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers of the Notes (effective 2024-05-17).

“In connection with the Notes Offering, the Company entered into a Registration Rights Agreement, dated as of May 17, 2024 (the “Registration Rights Agreement”), with Truist Securities, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers of the Notes.”
Material Agreements

Morgan Stanley Direct Lending Fund entered into Second Supplemental Indenture with U.S. Bank Trust Company, National Association valued at $350,000,000 (effective 2024-05-17).

“on May 17, 2024, Morgan Stanley Direct Lending Fund (the “Company”) and U.S. Bank Trust Company, National Association (the “Trustee”) entered into a Second Supplemental Indenture (the “Second Supplemental Indenture" and, together with the Base Indenture (as defined herein), the “Indenture”) related to the Company’s issuance of $350,000,000 in aggregate principal amount of its 6.150% notes due 2029 (the “Notes")”
Earnings Releases

Morgan Stanley Direct Lending Fund reported first quarter ended March 31, 2024 results: EPS $0.59.

“On May 9, 2024, Morgan Stanley Direct Lending Fund (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024.”
Debt Financings

Morgan Stanley Direct Lending Fund amended revolving credit of $1,300,000,000 with Truist Bank, as Administrative Agent maturing April 19, 2029.

“The Fourth Amendment amended certain terms of the Facility, including, but not limited to amendments to (a) increase the size of the facility to $1,300,000,000, (b) extend the revolving period and maturity date of the Facility with respect to the loans and commitments held by the lenders who consented to the maturity extension until April 19, 2028 and April 19, 2029, respectively”
Material Agreements

Morgan Stanley Direct Lending Fund amended Fourth Amendment with the lenders and issuing banks from time to time parties thereto, Truist Bank, as Administrative Agent, Truist Securities, Inc., as Joint Lead Arranger and Sole Book Runner, and ING Capital LLC, MUFG Bank, Ltd., and Sumitomo Mitsui Banking Corporation, as additional Joint Lead Arrangers valued at $1,300,000,000 (effective 2024-04-19).

“On April 19, 2024, Morgan Stanley Direct Lending Fund (the “Company”), a Delaware corporation, entered into an amendment (the “Fourth Amendment”) to that certain Senior Secured Revolving Credit Agreement”
Earnings Releases

Morgan Stanley Direct Lending Fund reported financial results for the fourth quarter and fiscal year ended December 31, 2023.

“On March 1, 2024, Morgan Stanley Direct Lending Fund (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023.”

Orit Mizrachi changed role as interim Chief Financial Officer at Morgan Stanley Direct Lending Fund.

“Orit Mizrachi, who has served as the Company’s interim Chief Financial Officer since October 2, 2023, relinquished such position effective upon Mr. Pessah’s appointment.”

David Pessah was appointed as Chief Financial Officer at Morgan Stanley Direct Lending Fund.

“On December 11, 2023, the Board of Directors (the “Board”) of Morgan Stanley Direct Lending Fund (the “Company”) appointed David Pessah, age 38, as Chief Financial Officer of the Company effective immediately.”

Orit Mizrachi was appointed as interim Chief Financial Officer at Morgan Stanley Direct Lending Fund.

“On October 2, 2023, the Board appointed Orit Mizrachi, the Company’s Chief Operating Officer, as interim Chief Financial Officer of the Company effective October 2, 2023.”

Venugopal Rathi resigned as Chief Financial Officer at Morgan Stanley Direct Lending Fund.

“On October 2, 2023, Venugopal Rathi notified the Board of Directors (the “Board”) of Morgan Stanley Direct Lending Fund (the “Company”) of his resignation as the Company’s Chief Financial Officer in order to pursue other professional opportunities.”
Material Agreements

Morgan Stanley Direct Lending Fund amended Third Amendment to CSA with BNP Paribas (effective 2023-09-22).

“Entry into a Material Definitive Agreement On September 22, 2023, DLF Financing SPV LLC (“DLF LLC”), a Delaware limited liability company and a wholly owned subsidiary of Morgan Stanley Direct Lending Fund (the “Company”), entered into (i) an amendment (the “Third Amendment to CSA”) to that certain Revolving Credit and Security Agreement, dated as of October 14, 2020, as amended from time to time (the “BNP Funding Facility”), by and among DLF LLC, as the borrower, the Company, as the equityholder and servicer, BNP Paribas, as the administrative agent, U.S.”
Shareholder Votes

Morgan Stanley Direct Lending Fund shareholders approved To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-01 meeting.

“Proposal 2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: For Against Abstain Broker Non-Votes 26,943,326 174,934 1,417,222 –”
Shareholder Votes

Morgan Stanley Direct Lending Fund shareholders approved To elect each of David N. Miller and Kevin Shannon as a director, each to serve for a three-year term and until his successor is duly elected and qualified or until his earlier resignation, removal, death or incapacity. at the 2023-06-01 meeting.

“Proposal 1. To elect each of David N. Miller and Kevin Shannon as a director, each to serve for a three-year term and until his successor is duly elected and qualified or until his earlier resignation, removal, death or incapacity. Nominees For Withhold Broker Non-Votes 1a. David N. Miller 28,353,399 182,083 – 1b. Kevin Shannon 28,353,399 182,083 –”
Material Agreements

Morgan Stanley Direct Lending Fund amended Third Amendment with Truist Bank, as administrative agent, and the lenders and issuing banks from time to time parties thereto valued at $1,120,000,000 (effective 2023-01-31).

“On January 31, 2023, Morgan Stanley Direct Lending Fund (the “Company”), a Delaware corporation, entered into an amendment (the “Third Amendment”) to that certain Senior Secured Revolving Credit Agreement, dated as of July 16, 2021 (as amended, the "Truist Credit Facility”), by and among the Company, the lenders and issuing banks from time to time parties thereto, Truist Bank, as administrative agent, Truist Securities, Inc., as joint lead arranger and sole book runner, and ING Capital LLC, MUFG Bank, Ltd., and Sumitomo Mitsui Banking Corporation, as additional joint lead arrangers.”
Material Agreements

Morgan Stanley Direct Lending Fund amended Credit Facility with CIBC, as administrative agent valued at $160 million (effective 2022-12-23).

“Morgan Stanley Direct Lending Fund (the "Company"), as borrower, provided written notice (the “Commitment Reduction Notice”) of its intent to reduce the amount of the revolving commitment to $160 million from $235 million in accordance with and as permitted under that certain revolving credit agreement by and among the Company, the financial institutions that from time to time become parties thereto and CIBC, as administrative agent (as amended, the “Credit Facility”). The other terms of the Credit Facility were not changed. Such reduction in the revolving commitment under the Credit Facility pursuant to the Commitment Reduction Notice was effective as of December 23, 2022.”

Thomas P. Torrisi was appointed as Chief Compliance Officer at Morgan Stanley Direct Lending Fund.

“On August 30, 2022, the Board appointed Thomas P. Torrisi as interim Chief Compliance Officer of the Company effective October 1, 2022.”

Grove Stafford resigned as Chief Compliance Officer at Morgan Stanley Direct Lending Fund.

“On August 30, 2022, Grove Stafford notified the Board of Directors (the “Board”) of Morgan Stanley Direct Lending Fund (the “Company”) of his resignation as the Company’s Chief Compliance Officer, effective as of the close of business on September 30, 2022.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.