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Item 5. Market for Registrant’s Common Equity

2021-03-19 compared with 2020-03-20 · 47 added, 31 removed, 38 unchanged (67% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (dollar amounts in thousands, except per share data)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (dollar amounts in thousands, except per share amounts)

Market Information

Until the completion of an Exchange Listing, if any, our outstanding shares of Common Stock will be offered and sold in private offerings exempt from registration under the Securities Act under Section 4(a)(2) and Regulation D.

See " Item 10.

Recent Sales of

Unregistered Securities " for more information.

There is no public market for shares of our Common Stock currently, nor can we give any assurance that one will develop.

7 unchanged sentences

To the extent that we have income available, we intend to make quarterly distributions to our stockholders.

We intend to elect to be taxed as a RIC under Subchapter M of the Code.

To obtain and maintain our RIC tax status, we intend to distribute at least 90% of our investment company taxable income (as defined by the Code, which generally includes net ordinary income and net short-term taxable gains) to our stockholders in respect of each taxable year and to distribute net capital gains (that is, net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions as well as satisfy other applicable requirements under the Code.

We have elected to be taxed as a RIC under Subchapter M of the Code.

To maintain our RIC tax status, we intend to distribute at least 90% of our ICTI (as defined by the Code, which generally includes net ordinary income and net short-term taxable gains) to our stockholders in respect of each taxable year and to distribute net capital gains (that is, net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions as well as satisfy other applicable requirements under the Code.

See “ Item 1.

Business—Certain U.S.

2 unchanged sentences

Dividend Reinvestment Plan

We have adopted an "opt in" DRIP, which will become effective prior to the filing of our election to be regulated as a BDC.

We have adopted an “opt in” DRIP, which became effective prior to the filing of our election to be regulated as a BDC.

As a result of adopting the plan, if our Board of Directors authorizes, and we declare, a cash dividend or distribution, our stockholders may elect to “opt in” to our DRIP and have their cash dividends or distributions automatically reinvested in additional shares of our Common Stock, rather than receiving cash.

8 unchanged sentences

The DRIP administrator’s fees under the plan will be paid by us.

Following an Exchange Listing, if a participant elects to sell part or all of his, her or its shares of Common

Stock held by the plan administrator and have the proceeds remitted to the participant, such request must first be submitted to the participant's broker, who will coordinate with the plan administrator and is authorized to deduct a per-share brokerage commission from the sale proceeds.

Following an Exchange Listing, if a participant elects to sell part or all of his, her or its shares of Common Stock held by the plan administrator and have the proceeds remitted to the participant, such request must first be submitted to the participant's broker, who will coordinate with the plan administrator and is authorized to deduct a per-share brokerage commission from the sale proceeds.

Stockholders who elect to receive distributions in the form of shares of Common Stock are generally subject to the same U.S.

5 unchanged sentences

We may terminate the DRIP upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any distribution by us.

During the period from May 30, 2019 to December 31, 2019, there were no dividends declared.

The following table summarizes our dividends declared and payable for the year ended December 31, 2020 (dollars in thousands except per share amounts):

Date Declared Record Date Payment Date Per Share Amount Total Amount

June 19, 2020 June 19, 2020 July 15, 2020 $ 0.29 $ 1,533

September 24, 2020 September 24, 2020 October 22, 2020 0.40 3,228

December 29, 2020 December 29, 2020 January 27, 2021 0.61 (1) 9,165

Total Distributions $ 1.30 $ 13,926

(1) Includes a special distribution of $0.18 per share.

Pursuant to our Dividend Reinvestment Plan, the following table summarizes the amounts received and shares issued to stockholders who have “opted in” to the DRIP during the year ended December 31, 2020 (dollars in thousands):

Payment Date DRIP Shares Value DRIP Shares Issued

July 15, 2020 $ 227 11,668

October 22, 2020 $ 796 39,848

Total $ 1,023 51,516

All of the distributions declared during the year ended December 31, 2020 were derived from ordinary income, determined on a tax basis.

During the period from May 30, 2019 (inception) to December 31, 2019, no distributions were declared or paid by the Company.

Recent Sales of Unregistered Securities and Use of Proceeds

On November 25, 2019, pursuant to the BDC Conversion, Morgan Stanley Direct Lending Fund LLC converted into a Delaware corporation, Morgan Stanley Direct Lending Fund, and all of the outstanding limited liability company interests in Morgan Stanley Direct Lending Fund LLC were converted into 1,750 shares of common stock, par value $0.001 per share, of Morgan Stanley Direct Lending Fund.

Except as previously reported by the Company on its Current Reports on Form 8-K, we did not sell any securities during the period covered by this Form 10-K that were not registered under the Securities Act.

Selected Financial Data

The tables below set forth our selected financial data for the periods indicated.

The selected financial data as of and for the period from May 30, 2019 (inception) to December 31, 2019, have been derived from our audited financial statements, which are included in Part II, Item 8 of this Form 10-K, “ Financial Statements and Supplementary Data .” Our historical results are not necessarily indicative of future results.

The selected financial data in this section is not intended to replace the financial statements and is qualified in its entirety by the financial statements and related notes included in this filing.

The selected financial information and other data presented below should be read in conjunction with the information contained in Part II, Item 7 of this Form 10-K, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” and the audited financial statements and the notes thereto in Part II, Item 8 of this Form 10-K, “ Financial Statements and Supplementary Data .”

For the period ended December 31, 2019

(amounts in US dollars, except per share data)

Statement of Operations Data

Total expenses

Expense waiver

Expenses (net of Expense waiver)

The tables below set forth our selected consolidated financial data for the periods indicated.

The selected consolidated financial data as of and for the year ended December 31, 2020, have been derived from our audited consolidated financial statements, which are included in “Part II, Item 8.

Consolidated Financial Statements and Supplementary Data” of this Form 10-K.

Our historical results are not necessarily indicative of future results.

The selected financial data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by the consolidated financial statements and related notes included in this filing.

The selected consolidated financial information and other data presented below should be read in conjunction with the information contained in “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”

of this Form 10-K, and the audited consolidated financial statements and the notes thereto in “Part II, Item 8.

Consolidated Financial Statements and Supplementary Data” of this Form 10-K.

For the year ended December 31, 2020 From May 30, 2019 (inception) to December 31, 2019

Consolidated Statements of Operations Data

Total income $ 21,903 $ —

Net expenses 11,268 1,156

Net investment income (loss) 10,635 (1,156)

Net realized gain 2,154 —

Net change in unrealized appreciation 5,508 —

Net increase (decrease) of net assets resulting from operations $ 18,297 $ (1,156)

Per Share Data

Basic and diluted net investment loss

Basic and diluted loss

As of 12/31/2019

(amounts in US dollars, except per share data)

Balance Sheet Data

Deferred offering costs

Deferred financing costs

Prepaid expenses

Payable to affiliate (Note 2)

Accrued expenses and other liabilities

Net investment income (loss) per share (basic and diluted):

$ 1.41 $ (660.54)

Earnings per share (basic and diluted):

Dividend declared per share:

December 31, 2020 December 31, 2019

Consolidated Balance Sheets Data

Investments $ 636,981 $ —

Cash 11,263 35

Total assets 656,806 1,464

Total liabilities 355,186 2,585

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity