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Morgan Stanley Direct Lending Fund Prices Public Offering of $350.0 Million 6.000% Notes Due 2030

By: Morgan Stanley Direct Lending Fund via Business Wire

May 12, 2025 at 16:15 PM EDT

Morgan Stanley Direct Lending Fund (NYSE: MSDL) (“MSDL” or the “Company”) today announced that it has priced an offering of $350.0 million aggregate principal amount of 6.000% notes due 2030 (the “Notes”). The Notes will mature on May 19, 2030 and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make-whole” premium, provided that the Notes may be redeemed at par one month prior to their maturity.

The offering is expected to close on or about May 19, 2025, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds of this offering to repay outstanding secured indebtedness under our financing arrangements and for general corporate purposes.

SMBC Nikko Securities America, Inc., BNP Paribas Securities Corp., RBC Capital Markets, LLC, Truist Securities, Inc., Wells Fargo Securities, LLC, ING Financial Markets LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and Regions Securities LLC are acting as joint book-running managers for this offering. CIBC World Markets Corp., Citizens JMP Securities, LLC, Keefe, Bruyette & Woods, Inc., Synovus Securities, Inc. and UBS Investment Bank, Academy Securities, Inc., R. Seelaus & Co., LLC and Samuel A. Ramirez & Company, Inc. are acting as co-managers for this offering.

Investors are advised to carefully consider the investment objectives, risks and charges and expenses of MSDL before investing. The pricing term sheet dated May 12, 2025, the preliminary prospectus supplement dated May 12, 2025, and the accompanying prospectus dated November 26, 2024, each of which has been filed with the U.S. Securities and Exchange Commission (the “SEC”), contain this and other information about MSDL and should be read carefully before investing.

The information in the pricing term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The pricing term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release are not offers to sell any securities of MSDL and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.

A shelf registration statement relating to the Notes is on file with the SEC and is effective. The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus, copies of which may be obtained from the website of the SEC at www.sec.gov or from SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856, BNP Paribas Securities Corp. toll-free at 1-800-854-5674, RBC Capital Markets, LLC toll-free at 1-866-375-6829, Truist Securities, Inc. toll-free at 1-800-685-4786 and Wells Fargo Securities, LLC toll-free at 1-800 -645-3751.

About Morgan Stanley Direct Lending Fund

Morgan Stanley Direct Lending Fund (NYSE: MSDL) is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. MSDL has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. MSDL is externally managed by MS Capital Partners Adviser Inc., an indirect, wholly owned subsidiary of Morgan Stanley. MSDL is not a subsidiary of or consolidated with Morgan Stanley.

Forward-Looking Statements

Statements included herein may constitute “forward-looking statements,” which relate to future events or MSDL’s future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including related changes in base interest rates and significant market volatility on MSDL’s business, MSDL’s portfolio companies, MSDL’s industry and the global economy. Actual results and conditions may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in MSDL’s filings with the SEC. MSDL undertakes no duty to update any forward-looking statements made herein.