Morgan Stanley Direct Lending Fund美股招股说明书(2025-05-14版)

$350,000,000 MORGAN STANLEY DIRECT LENDING FUND 6.000% Notes due 2030 We are offering for sale $350,000,000 in aggregate principal amount of 6.000% Notes due 2030, which we refer to as the Notes. The Notes willmature on May 19, 2030. We will pay interest on the Notes semi-annually in arrears on May 19 and November 19 of each year, beginning onNovember 19, 2025. We may redeem the Notes in whole or in part at any time, or from time to time, at the applicable redemption price discussedunder the caption “Specific Terms of the Notes and the Offering — Optional Redemption” in this prospectus supplement. In addition, holders ofthe Notes can require us to repurchase some or all of the Notes at a purchase price equal to 100% of their principal amount, plus accrued andunpaid interest to, but not including, the repurchase date upon the occurrence of a Change of Control Repurchase Event (as defined herein). TheNotes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that isexpressly subordinated in right of payment to the Notes, rankpari passuwith all existing and future unsecured unsubordinated indebtednessissued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent ofthe value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables)incurred by our subsidiaries, financing vehicles or similar facilities. None of our current indebtedness is subordinated to the Notes and we do notpresently expect to issue any such subordinated debt. We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to beregulated as a business development company, or a BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. We areexternally managed by MS Capital Partners Adviser Inc., and indirect, wholly owned subsidiary of Morgan Stanley, or the Adviser. For U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as aregulated investment company, or a RIC, under Subchapter M of the Internal Revenue code of 1986, as amended, or the Code. Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investingprimarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have acontrolling equity stake in the portfolio company. For the purposes of this prospectus supplement, “middle-market companies” refers tocompanies that, in general, generate annual earnings before interest, taxes, depreciation and amortization, or EBITDA, in the range ofapproximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion. Investing in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highlyspeculative. The middle-market loans in which we invest are typically not rated by any rating agency, but we believe if they were rated,they would be below investment grade. These investments, which may be referred to as “junk,” have predominantly speculativecharacteristics with respect to the issuer’s capacity to pay interest and repay principal. Before buying any of our securities, you shouldread the discussion of the material risks of investing in our securities in “Risk Factors” beginning on page S-8 of this prospectussupplement and page 8 of the accompanying prospectus or otherwise incorporated by reference in the accompanying prospectus, orincluded herein or in any related free writing prospectus that we have authorized for use in connection with a specific offering, andunder similar headings in the other documents that are incorporated by reference herein. This prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated by referencein this prospectus supplement and the accompanying prospectus, contain important information about us that a prospective investor should knowbefore investing in our securities. Please read this prospectus supplement, the accompanying prospectus, and any related free writing prospectus,and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before investing and keep them forfuture reference. We file annual, quarterly and current reports, proxy statements and other information about us with the SEC. We maintain awebsite at https://www.msdl.com and make all of our annual, quarterly and current reports, proxy statements and other publicly filed informationavailable on