Morgan Stanley Direct Lending Fund美股招股说明书(2026-06-29版)

MORGAN STANLEY DIRECT LENDING FUND % Notes due We are offering for sale $in aggregate principal amount of% Notes due,which we refer to as the Notes. The Notes willmature on,. We will pay interest on the Notes semi-annually in arrears onandof each year, beginning on, 20 . We mayredeem the Notes in whole or in part at any time, or from time to time, at the applicable redemption price discussed under the caption “Specific Terms of theNotes and the Offering — Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchase some or all of theNotes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon theoccurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiplesof $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 is expresslysubordinated in right of payment to the Notes, rankpari passuwith all existing and future unsecured unsubordinated indebtedness issued by us, rank effectivelyjunior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing suchindebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles orsimilar facilities. None of our current indebtedness is subordinated to the Notes and we do not presently 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 be regulatedas a business development company, or a BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. We are externally managed by MSCapital 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 a regulatedinvestment 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 investing primarilyin directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in theportfolio company. For the purposes of this prospectus supplement, “middle-market companies” refers to companies that, in general, generate annual earningsbefore interest, taxes, depreciation and amortization, or EBITDA, in the range of approximately $15million to $200million, although not all of our portfoliocompanies 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, andis highly speculative. The middle-market loans in which we invest are typically not rated by any rating agency, but webelieve if they were rated, they would be below investment grade. These investments, which may be referred to as“junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repayprincipal.Before buying any of our securities, you should read the discussion of the material risks of investing in oursecurities in “Risk Factors” beginning on page S-8 of this prospectus supplement and page 8 of the accompanyingprospectus or otherwise incorporated by reference in the accompanying prospectus, or included herein or in any relatedfree writing prospectus that we have authorized for use in connection with a specific offering, and under similar headingsin 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 reference in thisprospectus supplement and the accompanying prospectus, contain important information about us that a prospective investor should know before investing inour securities. Please read this prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated byreference in this prospectus supplement and the accompanying prospectus, before investing and keep them for future reference. We file annual, quarterly andcurrent reports, proxy statements and other information about us with the SEC. We maintain a website at https://www.msdl.com and make all of our annual,quarterly and current reports, proxy statements and other publicly filed information available on or through our website. Information on our website is notincorporated into or a part of this pr