1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: As of December 31, 2021 (the end of the period covered by this report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act).
+Added: As of December 31, 2022 (the end of the period covered by this report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.
3 unchanged sentences
The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the Company’s assets;
−Removed: provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors;
+Added: provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors;
and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its consolidated financial statements.
5 unchanged sentences
The independent registered public accounting firm that audited our consolidated financial statements has not issued an audit report on the effectiveness of our internal control over financial reporting, due to exemptions for non-accelerated filers under the Sarbanes-Oxley Act of 2002, as amended, and for emerging growth companies under the Jumpstart Our Business Startups Act of 2012, as amended.
+Added: Changes in Internal Controls Over Financial Reporting
+Added: There have been no changes in our internal control over financial reporting that occurred for the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
16 unchanged sentences
(a) Documents filed as part of this report
+Added: The following documents are filed as part of this annual report:
+Added: (1) Financial Statements – Financial statements are included in Item 8.
+Added: See the Index to the consolidated financial statements on page 81 of this annual report on Form 10-K.
+Added: (2) Financial Statement Schedules – None.
+Added: We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated statements or notes to the consolidated financial statements.
+Added: (3) Exhibits – The following is a list of all exhibits filed as a part of this annual report on Form 10-K, including those incorporated by reference
+Added: Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements.
+Added: The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
30 unchanged sentences
Bank National Association, as collateral agent (9)
+Added: Exhibit Description
10.15 Amendment No.
6 unchanged sentences
Reduction of Commitment for Credit Facility for Morgan Stanley Direct Lending Fund, dated as of January 14, 2022 (12)
−Removed: Exhibit Description
10.19 Amendment No.
4 to Credit Agreement and Limited Waiver, dated as of February 3, 2022, among Morgan Stanley Direct Lending Fund, CIBC Bank USA, as administrative agent, and the financial institutions party thereto (13)
+Added: 10.20 Letter Re:
+Added: Reduction of Commitment for Credit Facility for Morgan Stanley Direct Lending Fund, dated as of May 12, 2022 (14)
+Added: 10.21 Second Amendment to Senior Secured Revolving Credit Agreement, dated as of May 20, 2022, among the Company, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank, as Administrative Agent, Truist Securities, Inc., as Joint Lead Arranger and Sole Book Runner, and ING Capital LLC, MUFG Union Bank, N.A., and Sumitomo Mitsui Banking Corporation, as additional Joint Lead Arranger (14)
+Added: 10.22 Letter Re:
+Added: Reduction of Commitment for Credit Facility for Morgan Stanley Direct Lending Fund, dated as of July 28, 2022 (15)
+Added: 10.23 Note Purchase Agreement by and between the Company and the purchasers party thereto, dated September 13, 2022 (16)
+Added: 10.24 Letter Re:
+Added: Reduction of Commitment for Credit Facility for Morgan Stanley Direct Lending Fund, dated as of December 23, 2022 (17)
+Added: 10.25 Third Amendment to Senior Secured Revolving Credit Agreement, dated as of January 31, 2023 (18)
14.1 Code of Ethics of Morgan Stanley Direct Lending Fund .
17 unchanged sentences
(9) Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed by the Company on March 19, 2021 (File No.
+Added: Exhibit Description
(10) Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed by the Company on March 19, 2021 (File No.
2 unchanged sentences
(13) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on February 4, 2022 (File No.
+Added: (14) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on May 18, 2022 (File No.
+Added: (15) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on August 1, 2022 (File No.
+Added: (16) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on September 14, 2022 (File No.
+Added: (17) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on December 29, 2022 (File No.
+Added: (18) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on February 6, 2023 (File No.
+Added: (19) Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed by the Company on March 18, 2022 (File No.
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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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.