North Haven Private Income Fund A LLC
11/10/2026 | Press release | Distributed by Public on 11/10/2026 15:47
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per unit amounts, unless otherwise indicated)
In this Quarterly Report on Form 10-Q, or this "Report," except where context suggests otherwise, the terms "Company," "we," "our" or "us" refers to North Haven Private Income Fund A LLC and its consolidated subsidiaries. This Report, including the documents we incorporate by reference into this Report, contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "potential", "predicts" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
•
our future operating results;
•
our business prospects and the prospects of our portfolio companies;
•
risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of global health events and natural disasters;
•
uncertainty and changes in the general interest rate environment;
•
general economic, political and industry trends and other external factors, including government shutdowns and uncertainty surrounding international armed conflicts and war and the financial and political stability of the United States and other countries;
•
the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;
•
the impact of interruptions in the supply chain on our portfolio companies, including potential shortages of oil and other energy sources;
•
disruptions related to tariffs and other trade or sanctions issues;
•
the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks, and the increasing use of artificial intelligence and machine learning technology;
•
our contractual arrangements and relationships with third parties;
•
actual and potential conflicts of interest with MS Capital Partners Adviser Inc., our investment adviser (the "Adviser" or the "Investment Adviser") and its affiliates;
•
the dependence of our future success on the general economy and its effect on the industries in which we invest;
•
the ability of our portfolio companies to achieve their objectives;
•
the timing and amount of cash flows, distributions and dividends, if any, from the operations of our portfolio companies;
•
the use of borrowed money to finance a portion of our investments;
•
the adequacy of our financing sources and working capital;
•
the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;
•
the ability of our Adviser and its affiliates to attract and retain highly talented professionals;
•
our ability to maintain our qualification as a business development company ("BDC") and as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code");
•
the impact on our business of U.S. and international financial reform legislation, rules and regulations;
•
currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars, could adversely affect the results of our investments in foreign companies;
•
the effect of changes in tax laws and regulations and interpretations thereof; and
•
the risks, uncertainties and other factors we identify under "Part I, Item 1A. Risk Factors" in our most recent Annual Report on Form 10-K and elsewhere in this Report.
The information contained in this section should be read in conjunction with "Item 1. Consolidated Financial Statements." Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking
statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the "SEC"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
OVERVIEW
We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, 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 RIC under Subchapter M of the Code. We are externally managed by the Adviser, an indirect wholly owned subsidiary of Morgan Stanley.
We are a private, perpetual-life BDC, which is a BDC whose Units (as defined below) are not listed for trading on a stock exchange or other securities market. We use the term "perpetual-life BDC" to describe an investment vehicle of indefinite duration whose units are intended to be sold by us monthly on a continuous basis at a price generally equal to our monthly net asset value per Unit. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer.
Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For the purposes of this Report, "middle-market companies" refers to companies that, in general, generate annual earnings before interest, tax, depreciation and amortization ("EBITDA") in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.
We invest primarily in directly originated senior secured term loans, including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts ("LBOs"), acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (such as the Secured Overnight Financing Rate, or SOFR). We also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than our private credit investments, for cash management purposes, including to manage payment obligations under our unit repurchase program. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.
We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity investments and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
Pursuant to the exemptive relief granted by the SEC to us and our Adviser on June 3, 2025 (the "Order"), we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Entities (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. The Order contains certain conditions and requires the Board to maintain oversight of our participation in the co-investment program. The Order also requires a "required majority" (as defined in Section 57(o) of the 1940 Act) of our eligible directors to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments.
On April 15, 2025, the SEC issued an order (the "Multi-Class Order") granting our application for exemptive relief from sections 18(a)(2), 18(c), 18(i) and 61(a) under the 1940 Act. Under the terms of the Multi-Class Order, we are permitted to offer multiple classes of common units with varying sales loads and asset-based distribution and/or service fees. As of the date of this report, we have one class of common units, Class I Units, authorized and outstanding.
KEY COMPONENTS OF OUR RESULTS OF OPERATIONS
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.
Revenue
We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions of income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt
investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
Expenses
Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to the investment advisory agreement between us and our Investment Adviser (the "Investment Advisory Agreement"); (ii) costs and other expenses and our allocable portion of overhead incurred by MS Private Credit Administrative Services LLC (the "Administrator") in performing its administrative obligations under the administration agreement (the "Administration Agreement") between us and the Administrator; and (iii) other operating expenses as detailed below:
•
initial organization costs and offering costs incurred;
•
costs associated with any private offerings of our common units (the "Units") and any other securities offerings;
•
the cost of effecting any sales and repurchases of our Units and other securities;
•
calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);
•
out of pocket expenses, including travel, entertainment, lodging, and meal expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies (including, without limitation, any reverse termination fees and any liquidated damage and any costs related to broken deals) and monitoring actual portfolio companies and, if necessary, enforcing our rights;
•
base management fee and any incentive fees payable under the Investment Advisory Agreement;
•
certain costs and expenses relating to distributions paid by us;
•
administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;
•
arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements;
•
the allocated costs incurred by the Investment Adviser in providing managerial assistance to those portfolio companies that request it;
•
amounts payable to third parties relating to, or associated with, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments;
•
the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;
•
dues and expenses incurred in connection with membership industry or trade organizations;
•
fees and expenses payable under any dealer manager agreements;
•
escrow agent, distribution agent, transfer agent and custodial fees and expenses;
•
costs of derivatives and hedging;
•
commissions and other compensation payable to brokers or dealers;
•
any fees payable to rating agencies;
•
federal and state registration fees;
•
U.S. federal, state and local taxes, including any excise taxes;
•
costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
•
Independent Director fees and expenses;
•
costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of 1940 Act compliance, Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration fees, and the compensation of professionals responsible for the preparation or review of the foregoing;
•
the costs of any reports, proxy statements or other notices to our unitholders (including printing and mailing costs), the costs of any unitholders' meetings, and costs and expenses of preparation for the foregoing and related matters;
•
the costs of specialty and custom software for monitoring risk, compliance and overall investments;
•
fees and expenses associated with marketing efforts;
•
any fidelity bond required by applicable law;
•
any necessary insurance premiums;
•
any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company),
•
direct fees and expenses associated with independent audits, agency, consulting and legal costs;
•
cost of winding up; and
•
all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement based upon our allocable portion of the compensation paid to our Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.
We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
PORTFOLIO AND INVESTMENT ACTIVITY
Our portfolio is presented below:
|
September 30, 2026 |
December 31, 2025 |
|||||||||||||||||||||||
|
Cost |
Fair Value |
% of Total Investments at Fair Value |
Cost |
Fair Value |
% of Total Investments at Fair Value |
|||||||||||||||||||
|
First Lien Debt |
$ |
598,995 |
$ |
591,434 |
99.7 |
% |
$ |
571,796 |
$ |
571,774 |
99.7 |
% |
||||||||||||
|
Other Debt Investments |
764 |
- |
- |
715 |
689 |
0.1 |
||||||||||||||||||
|
Equity |
1,677 |
1,740 |
0.3 |
1,075 |
1,095 |
0.2 |
||||||||||||||||||
|
Total |
$ |
601,436 |
$ |
593,174 |
100.0 |
% |
$ |
573,586 |
$ |
573,558 |
100.0 |
% |
||||||||||||
Our debt portfolio (excluding our liquid loan portfolio) displayed the following characteristics of each of our investments(1)(2), unless otherwise noted:
|
As of |
||||||||
|
September 30, 2026 |
December 31, 2025 |
|||||||
|
Number of portfolio companies |
181 |
181 |
||||||
|
Number of industries |
37 |
39 |
||||||
|
Number of new investment commitments in portfolio companies |
11 |
66 |
||||||
|
Number of investment commitments exited or fully repaid |
11 |
13 |
||||||
|
Percentage of debt investments bearing a floating rate, at fair value |
100.0 |
% |
99.9 |
% |
||||
|
Percentage of debt investments bearing a fixed rate, at fair value |
- |
% |
0.1 |
% |
||||
|
Weighted average yield on debt and income producing investments, at cost(3) |
9.0 |
% |
8.8 |
% |
||||
|
Weighted average yield on debt and income producing investments, at fair value(3) |
9.2 |
% |
8.8 |
% |
||||
|
Weighted average yield on total portfolio, at cost(4) |
9.0 |
% |
8.7 |
% |
||||
|
Weighted average yield on total portfolio, at fair value(4) |
9.1 |
% |
8.7 |
% |
||||
|
Weighted average 12-month EBITDA |
$ |
158.9 |
$ |
150.5 |
||||
|
Median 12-month EBITDA |
$ |
97.7 |
$ |
98.0 |
||||
|
Weighted average net leverage through tranche(5) |
5.9x |
5.9x |
||||||
|
Weighted average interest coverage(6) |
2.1x |
1.9x |
||||||
|
Weighted average loan to value(7) |
38.6 |
% |
39.2 |
% |
||||
|
Percentage of debt investments with one or more financial covenants |
39.5 |
% |
40.0 |
% |
||||
|
Percentage of our debt investments that are sponsor backed |
98.1 |
% |
98.0 |
% |
||||
|
Percentage of loans and other debt in support of LBOs and acquisitions |
57.0 |
% |
64.5 |
% |
||||
|
Percentage of our debt portfolio subject to business cycle volatility |
3.1 |
% |
3.5 |
% |
||||
|
Average position size of our investments (in millions) |
$ |
3.3 |
$ |
3.2 |
||||
(1)
Calculated as a percentage of gross debt commitments (funded and unfunded). Weighted average EBITDA, net leverage through the tranche in which the Company is a lender and loan to value exclude recurring revenue investments, which are investments in portfolio companies to which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA.
(2)
Amounts were derived from investment due diligence information provided by the portfolio company. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.
(3)
Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on debt securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.
(4)
Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on all investments of the Company divided by (b) total investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.
(5)
Net leverage is the ratio of total debt minus cash divided by EBITDA and taking into account leverage through the tranche in which the Company is a lender, excluding recurring revenue investments.
(6)
Interest coverage for a particular portfolio company is calculated by taking credit agreement EBITDA and dividing by annualized latest reported interest expense. Total interest coverage is calculated on a weighted average basis based on total gross debt commitments (funded and unfunded). Calculation excludes recurring revenue deals which are investments in portfolio companies to which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.
(7)
Calculated using total outstanding debt through the tranche in which the Company is a lender divided by total enterprise value from the private equity sponsor or market comparables.
Investment Activity
Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):
|
For the Three Months Ended |
||||||||
|
September 30, 2026 |
September 30, 2025 |
|||||||
|
New investments committed |
||||||||
|
Gross principal balance(1) |
$ |
- |
$ |
98,409 |
||||
|
Net new investments committed |
$ |
- |
$ |
98,409 |
||||
|
Investments, at cost |
||||||||
|
Investments, beginning of period |
$ |
604,471 |
$ |
384,828 |
||||
|
New investments purchased |
12,124 |
75,545 |
||||||
|
Net accretion of discount on investments |
232 |
189 |
||||||
|
Payment-in-kind |
563 |
110 |
||||||
|
Net realized gain (loss) on investments |
(151 |
) |
- |
|||||
|
Investments sold or repaid |
(15,803 |
) |
(12,293 |
) |
||||
|
Investments, end of period |
$ |
601,436 |
$ |
448,379 |
||||
|
Principal amount of investments funded |
||||||||
|
First lien debt investments |
12,168 |
75,782 |
||||||
|
Equity(2) |
- |
251 |
||||||
|
Total |
$ |
12,168 |
$ |
76,033 |
||||
|
Amount of investments sold/fully repaid, at principal |
||||||||
|
First lien debt investments |
$ |
(9,728 |
) |
$ |
(12,292 |
) |
||
|
Total |
$ |
(9,728 |
) |
$ |
(12,292 |
) |
||
(1)
Includes new investment commitments, excluding sale/repayments and including unfunded investment commitments.
(2)
Represents dollar amount of equity investments funded.
Investment Performance Rating
As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser's ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser's Internal Risk Rating system:
Risk Rating 1 - In the opinion of our Investment Adviser, investments in Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 1 investment performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which trends or factors may include the performance of the portfolio company, or the likelihood of a potential exit.
Risk Rating 2 - In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All newly originated or acquired investments are initially included in Risk Rating 2.
Risk Rating 3 - In the opinion of our Investment Adviser, investments in Risk Rating 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.
Risk Rating 4 - In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan's risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.
The distribution of our portfolio on the Investment Adviser's Internal Risk Rating System is as follows:
|
September 30, 2026 |
December 31, 2025 |
||||||||||||||||
|
Fair Value |
% of Total |
Fair Value |
% of Total |
||||||||||||||
|
Risk rating 1 |
$ |
3,721 |
0.6 |
% |
$ |
1,794 |
0.3 |
% |
|||||||||
|
Risk rating 2 |
583,335 |
98.4 |
568,592 |
99.1 |
|||||||||||||
|
Risk rating 3 |
4,986 |
0.8 |
1,525 |
0.3 |
|||||||||||||
|
Risk rating 4 |
1,132 |
0.2 |
1,647 |
0.3 |
|||||||||||||
|
Total |
$ |
593,174 |
100.0 |
% |
$ |
573,558 |
100.0 |
% |
|||||||||
The table below presents the amortized cost of our performing and non-accrual investments as of the following periods:
|
September 30, 2026 |
December 31, 2025 |
|||||||||||||||
|
Amortized Cost |
% of Total |
Amortized Cost |
% of Total |
|||||||||||||
|
Performing |
$ |
599,260 |
99.6 |
% |
$ |
571,584 |
99.7 |
% |
||||||||
|
Non-accrual (1) |
2,176 |
0.4 |
2,002 |
0.3 |
||||||||||||
|
Total |
$ |
601,436 |
100.0 |
% |
$ |
573,586 |
100.0 |
% |
||||||||
(1)
As of September 30, 2026 and December 31, 2025, the company had certain investments in two and one portfolio companies on non-accrual status, respectively.
Investments are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is reversed when an investment is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the investment is placed on non-accrual status. We may determine to not place an investment on non-accrual status if the investment has sufficient collateral value and is in the process of collection.
CONSOLIDATED RESULTS OF OPERATIONS
The following table represents our operating results:
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||||||
|
Total investment income |
$ |
13,806 |
$ |
10,009 |
$ |
40,846 |
$ |
26,548 |
||||||||
|
Less: Net expenses |
6,964 |
3,447 |
19,336 |
9,242 |
||||||||||||
|
Net investment income (loss) |
6,842 |
6,562 |
21,510 |
17,306 |
||||||||||||
|
Net change in unrealized appreciation (depreciation) |
(1,897 |
) |
21 |
(8,187 |
) |
(453 |
) |
|||||||||
|
Net realized gain (loss) |
(152 |
) |
1 |
(880 |
) |
3 |
||||||||||
|
Net increase (decrease) in Members' Capital resulting from operations |
$ |
4,793 |
$ |
6,584 |
$ |
12,443 |
$ |
16,856 |
||||||||
Investment Income
Investment income was as follows:
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||||||
|
Investment income: |
||||||||||||||||
|
Interest income |
$ |
13,049 |
$ |
9,853 |
$ |
38,577 |
$ |
26,043 |
||||||||
|
Payment-in-kind income |
507 |
124 |
1,380 |
436 |
||||||||||||
|
Dividend income |
22 |
4 |
65 |
10 |
||||||||||||
|
Other income |
228 |
28 |
824 |
59 |
||||||||||||
|
Total Investment Income |
$ |
13,806 |
$ |
10,009 |
$ |
40,846 |
$ |
26,548 |
||||||||
In the table above, total investment income increased to $13,806 and $40,846 for the three and nine months ended September 30, 2026, respectively, from $10,009 and $26,548 for the three and nine months ended September 30, 2025, respectively. The increase was primarily driven by our deployment of capital. The size of our investment portfolio at amortized cost increased from $448,379 as of September 30, 2025 to $601,436 as of September 30, 2026.
For the three and nine months ended September 30, 2026, 3.7% and 3.4%, respectively, of our total investment income was comprised of PIK interest. For the three and nine months ended September 30, 2025 1.2% and 1.6%, respectively, of our total investment income was comprised of PIK interest.
Additionally, for the three and nine months ended September 30, 2026, we recorded $9 and $250, respectively, of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $30 and $61, respectively, for the three and nine months ended September 30, 2025, primarily as a result of prepayments.
Expenses
Expenses were as follows:
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||||||
|
Expenses: |
||||||||||||||||
|
Interest and other financing expenses |
$ |
5,132 |
$ |
2,785 |
$ |
14,799 |
$ |
7,309 |
||||||||
|
Management fees |
941 |
838 |
2,892 |
2,232 |
||||||||||||
|
Income based incentive fees |
935 |
832 |
2,871 |
2,192 |
||||||||||||
|
Capital gains incentive fees |
- |
3 |
- |
(56 |
) |
|||||||||||
|
Professional fees |
379 |
371 |
1,139 |
1,025 |
||||||||||||
|
Directors' fees |
52 |
38 |
156 |
129 |
||||||||||||
|
Administrative service fees |
28 |
38 |
104 |
139 |
||||||||||||
|
General and other expenses |
87 |
22 |
195 |
82 |
||||||||||||
|
Total expenses |
$ |
7,554 |
$ |
4,927 |
$ |
22,156 |
$ |
13,052 |
||||||||
|
Income based incentive fees waiver (Note 3) |
(295 |
) |
(740 |
) |
(1,410 |
) |
(1,905 |
) |
||||||||
|
Management fees waiver (Note 3) |
(295 |
) |
(740 |
) |
(1,410 |
) |
(1,905 |
) |
||||||||
|
Net expenses |
$ |
6,964 |
$ |
3,447 |
$ |
19,336 |
$ |
9,242 |
||||||||
Interest and Other Financing Expenses
Interest and other financing expenses, including unused commitment fees and deferred financing costs, increased for the three and nine months ended September 30, 2026 to $5,132 and $14,799, respectively, from $2,785 and $7,309, respectively, for the three and nine months ended September 30, 2025. The increase was primarily driven by our increased borrowings. Our debt outstanding increased from $185,207 as of September 30, 2025 to $317,157 as of September 30, 2026.
Base Management Fee
For the three and nine months ended September 30, 2026, management fees net of waiver were $646 and $1,482, respectively. For the three and nine months ended September 30, 2025, management fees net of waiver were $98 and $327, respectively.
Incentive Fee
The income-based incentive fees, net of waiver were $640 and $1,461, for the three and nine months ended September 30, 2026, respectively, and $92 and $287 for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2026, capital gains incentive fees accrued to the Investment Adviser were $- and $-. For both the three and nine months ended September 30, 2025, capital gains incentive fees accrued to the Investment Adviser were $3 and $(56), respectively. For more information on incentive fees, including terms thereof, see Note 3 "Significant Agreements and Related Party Transactions" to our consolidated financial statements included in this Report.
Professional Fees, Administrative Service Fee and Other Expenses
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company which include costs of a financial printer utilized for certain preparation, printing and distribution services related to the offering materials.
Net Realized Gain (Loss) and Change in Unrealized Gain (Loss) on Investments
|
For the Three Months Ended |
For the Nine Months Ended |
|||||||||||||||
|
September 30, 2026 |
September 30, 2025 |
September 30, 2026 |
September 30, 2025 |
|||||||||||||
|
Net realized and unrealized gain (loss): |
||||||||||||||||
|
Net realized gain (loss): |
||||||||||||||||
|
Non-controlled/non-affiliated investments |
$ |
(152 |
) |
$ |
- |
$ |
(880 |
) |
$ |
2 |
||||||
|
Foreign currency and other transactions |
- |
1 |
- |
1 |
||||||||||||
|
Net change in unrealized appreciation (depreciation): |
||||||||||||||||
|
Non-controlled/non-affiliated investments |
(1,897 |
) |
22 |
(8,184 |
) |
(454 |
) |
|||||||||
|
Translation of assets and liabilities in foreign currencies |
- |
(1 |
) |
(3 |
) |
1 |
||||||||||
|
Net realized and unrealized gain (loss) |
$ |
(2,049 |
) |
$ |
22 |
$ |
(9,067 |
) |
$ |
(450 |
) |
|||||
For the three and nine months ended September 30, 2026, net change in unrealized appreciation (depreciation) on our investments of $(1,897) and $(8,184), respectively, was primarily the result of the changes in spreads in the secondary markets as well as financial performance in certain portfolio companies.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We generate cash from the net proceeds of offerings of our Units, net borrowings from our credit facilities, and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of any closing of our continuous private offering of our Units. Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our unit repurchase program and payment of cash distributions to our unitholders. Details of our credit facilities are described in "-Debt" below. We may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
As of September 30, 2026, we had approximately $28.5 million of cash, which taken together with our approximately $222.8 million of availability under our credit facilities (subject to borrowing base availability) (as defined in Note 6 "Debt" in the notes to the accompanying consolidated financial statements), we expect to be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of September 30, 2026, we believed we had adequate financial resources to satisfy unfunded portfolio company commitments of $102.6 million.
Unregistered Sales of Equity Securities
The following table summarizes total Units issued and proceeds received for the nine months ended September 30, 2026 and September 30, 2025, respectively:
|
Unit Issuance Date |
Class I Units Issued |
Proceeds Received |
||||||
|
For the Nine Months Ended September 30, 2026 |
||||||||
|
January 01, 2026 |
174,540 |
$ |
3,515 |
|||||
|
February 01, 2026 |
706,441 |
14,199 |
||||||
|
March 01, 2026 |
224,727 |
4,505 |
||||||
|
April 01, 2026 |
195,115 |
3,869 |
||||||
|
May 01, 2026 |
88,416 |
1,752 |
||||||
|
June 01, 2026 |
24,412 |
484 |
||||||
|
July 01, 2026 |
19,523 |
384 |
||||||
|
August 01, 2026 |
21,465 |
423 |
||||||
|
September 01, 2026 |
135,464 |
2,663 |
||||||
|
Total |
1,590,103 |
$ |
31,794 |
|||||
|
For the Nine Months Ended September 30, 2025 |
||||||||
|
January 01, 2025 |
943,938 |
$ |
19,143 |
|||||
|
February 01, 2025 |
634,382 |
12,859 |
||||||
|
March 01, 2025 |
745,020 |
15,087 |
||||||
|
April 01, 2025 |
882,789 |
17,814 |
||||||
|
May 01, 2025 |
365,324 |
7,354 |
||||||
|
June 01, 2025 |
244,821 |
4,936 |
||||||
|
July 01, 2025 |
645,483 |
13,045 |
||||||
|
August 01, 2025 |
207,662 |
4,197 |
||||||
|
September 01, 2025 |
263,374 |
5,320 |
||||||
|
Total |
4,932,793 |
$ |
99,755 |
|||||
Distribution Reinvestment
The following table summarizes our distributions declared and payable for the nine months ended September 30, 2026 and September 30, 2025, respectively:
|
Date Declared |
Record Date |
Payment Date |
Per Unit Amount |
Total Amount |
|||||||||
|
For the Nine Months Ended September 30, 2026 |
|||||||||||||
|
January 26, 2026 |
January 31, 2026 |
February 04, 2026 |
$ |
0.1425 |
$ |
2,164 |
|||||||
|
February 23, 2026 |
February 28, 2026 |
March 04, 2026 |
0.1419 |
2,262 |
|||||||||
|
March 23, 2026 |
March 31, 2026 |
April 06, 2026 |
0.1433 |
2,323 |
|||||||||
|
March 23, 2026 |
March 31, 2026 |
April 06, 2026 |
0.0380 |
616 |
(1) |
||||||||
|
April 24, 2026 |
April 30, 2026 |
May 05, 2026 |
0.1417 |
2,229 |
|||||||||
|
May 26, 2026 |
May 31, 2026 |
June 03, 2026 |
0.1406 |
2,231 |
|||||||||
|
June 22, 2026 |
June 30, 2026 |
July 06, 2026 |
0.1393 |
2,220 |
|||||||||
|
June 22, 2026 |
June 30, 2026 |
July 06, 2026 |
0.0372 |
593 |
(1) |
||||||||
|
July 24, 2026 |
July 31, 2026 |
August 05, 2026 |
0.1411 |
2,152 |
|||||||||
|
August 21, 2026 |
August 31, 2026 |
September 03, 2026 |
0.1403 |
2,150 |
|||||||||
|
September 22, 2026 |
September 30, 2026 |
October 05, 2026 |
0.1376 |
2,134 |
|||||||||
|
September 22, 2026 |
September 30, 2026 |
October 05, 2026 |
0.0246 |
382 |
(1) |
||||||||
|
Total Distributions |
$ |
1.3681 |
$ |
21,456 |
|||||||||
|
For the Nine Months Ended September 30, 2025 |
|||||||||||||
|
January 27, 2025 |
January 31, 2025 |
February 05, 2025 |
$ |
0.1430 |
$ |
1,398 |
|||||||
|
February 27, 2025 |
February 28, 2025 |
March 05, 2025 |
0.1429 |
1,492 |
|||||||||
|
March 25, 2025 |
March 31, 2025 |
April 03, 2025 |
0.1430 |
1,605 |
|||||||||
|
January 27, 2025 |
March 31, 2025 |
April 03, 2025 |
0.0507 |
569 |
(1) |
||||||||
|
April 25, 2025 |
April 30, 2025 |
May 05, 2025 |
0.1429 |
1,700 |
|||||||||
|
May 22, 2025 |
May 31, 2025 |
June 04, 2025 |
0.1428 |
1,757 |
|||||||||
|
June 18, 2025 |
June 30, 2025 |
July 03, 2025 |
0.1423 |
1,790 |
|||||||||
|
June 18, 2025 |
June 30, 2025 |
July 03, 2025 |
0.0505 |
635 |
(1) |
||||||||
|
July 24, 2025 |
July 31, 2025 |
August 05, 2025 |
0.1424 |
1,881 |
|||||||||
|
August 21, 2025 |
August 31, 2025 |
September 03, 2025 |
0.1426 |
1,919 |
|||||||||
|
September 22, 2025 |
September 30, 2025 |
October 03, 2025 |
0.1425 |
1,961 |
|||||||||
|
September 22, 2025 |
September 30, 2025 |
October 03, 2025 |
0.0505 |
695 |
(1) |
||||||||
|
Total Distributions |
$ |
1.4361 |
$ |
17,402 |
|||||||||
(1) Represents a special distribution.
We have adopted an "opt out" distribution reinvestment plan ("DRIP"). As a result, unless unitholders elect to "opt out" of the DRIP, unitholders will have their cash dividends or distributions (net of applicable withholding tax) automatically reinvested in additional units of the same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions (net of applicable withholding tax) in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.
The following table summarizes the amounts received and Units issued to unitholders who have participated in the DRIP during the nine months ended September 30, 2026 and September 30, 2025:
|
Payment Date |
DRIP Units Issued |
DRIP Units Value |
||||||
|
For the Nine Months Ended September 30, 2026 |
||||||||
|
January 06, 2026 |
63,126 |
$ |
1,271 |
|||||
|
February 04, 2026 |
49,745 |
1,000 |
||||||
|
March 04, 2026 |
49,569 |
993 |
||||||
|
April 06, 2026 |
65,627 |
1,301 |
||||||
|
May 05, 2026 |
50,932 |
1,009 |
||||||
|
June 03, 2026 |
50,639 |
1,005 |
||||||
|
July 06, 2026 |
64,374 |
1,269 |
||||||
|
August 05, 2026 |
49,573 |
977 |
||||||
|
September 03, 2026 |
49,649 |
976 |
||||||
|
Total |
493,234 |
$ |
9,801 |
|||||
|
For the Nine Months Ended September 30, 2025 |
||||||||
|
January 06, 2025 |
25,363 |
$ |
514 |
|||||
|
February 05, 2025 |
28,796 |
584 |
||||||
|
March 05, 2025 |
31,379 |
635 |
||||||
|
April 03, 2025 |
44,857 |
906 |
||||||
|
May 05, 2025 |
34,378 |
692 |
||||||
|
June 04, 2025 |
35,429 |
714 |
||||||
|
July 03, 2025 |
48,996 |
990 |
||||||
|
August 05, 2025 |
37,718 |
762 |
||||||
|
September 03, 2025 |
38,779 |
784 |
||||||
|
Total |
325,695 |
$ |
6,581 |
|||||
Unit Repurchase Program
At the discretion of the Board of Directors, we may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of Units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. The limitations and restrictions described in the applicable offer to repurchase Units may prevent us from accommodating all repurchase requests made in any quarter. The unit repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market. We will offer to repurchase Units on such terms as may be determined by our Board of Directors in its complete and absolute discretion.
The following table further summarizes the unit repurchases completed for the nine months ended September 30, 2026:
|
Repurchase |
Percentage of |
Price Paid |
Repurchase |
Amount Repurchased |
Number of |
Percentage of |
Maximum |
||||||||||||
|
March 07, 2026 |
5.00% |
$ |
19.83 |
March 31, 2026 |
$ |
14,819 |
747,294 |
5.00% |
(2) |
||||||||||
|
June 04, 2026 |
5.00% |
$ |
19.71 |
June 30, 2026 |
15,242 |
773,337 |
5.00% |
(3) |
|||||||||||
|
September 14, 2026 |
5.00% |
$ |
19.57 |
September 30, 2026 |
14,842 |
758,427 |
5.00% |
(4) |
|||||||||||
|
Total |
$ |
44,903 |
2,279,058 |
||||||||||||||||
(1)
Percentage is based on total units as of the close of the previous calendar quarter.
(2) Due to oversubscription of the tender offer, we accepted for purchase on a pro rata basis approximately 73.2% of the Units validly tendered and not properly withdrawn prior to the expiration of the tender offer on March 7, 2026.
(3) Due to oversubscription of the tender offer, we accepted for purchase on a pro rata basis approximately 69.4% of the Units validly tendered and not properly withdrawn prior to the expiration of the tender offer on June 4, 2026.
(4) Due to oversubscription of the tender offer, we accepted for purchase on a pro rata basis approximately 73.1% of the Units validly tendered and not properly withdrawn prior to the expiration of the tender offer on September 14, 2026.
The following table further summarizes the unit repurchases completed for the nine months ended September 30, 2025:
|
Repurchase |
Percentage of |
Price Paid |
Repurchase |
Amount |
Number of |
Percentage of |
Maximum |
||||||||||||||||
|
March 07, 2025 |
5.00% |
$ |
20.18 |
March 31, 2025 |
$ |
5,024 |
248,972 |
2.83 |
% |
- |
|||||||||||||
|
June 07, 2025 |
5.00% |
$ |
20.21 |
June 30, 2025 |
1,247 |
61,693 |
0.56 |
% |
- |
||||||||||||||
|
September 04, 2025 |
5.00% |
$ |
20.22 |
September 30, 2025 |
3,134 |
154,986 |
1.24 |
% |
- |
||||||||||||||
|
Total |
$ |
9,405 |
465,651 |
||||||||||||||||||||
(1)
Percentage is based on total units as of the close of the previous calendar quarter.
(2)
All repurchase requests were satisfied in full.
Debt
Our outstanding debt obligations were as follows:
|
September 30, 2026 |
December 31, 2025 |
|||||||||||||||||||||||
|
Aggregate |
Outstanding |
Unused |
Aggregate |
Outstanding |
Unused |
|||||||||||||||||||
|
SMBC Facility(1) |
$ |
340,000 |
$ |
187,157 |
$ |
152,843 |
$ |
340,000 |
$ |
214,206 |
$ |
125,794 |
||||||||||||
|
Barclays Facility |
200,000 |
130,000 |
70,000 |
200,000 |
60,000 |
140,000 |
||||||||||||||||||
|
Total |
$ |
540,000 |
$ |
317,157 |
$ |
222,843 |
$ |
540,000 |
$ |
274,206 |
$ |
265,794 |
||||||||||||
(1) As of September 30, 2026 and December 31, 2025, the Company had borrowings denominated in Euros (EUR) of 1,113 and 1,113, respectively, and Pound Sterling (GBP) of 371 and 371, respectively.
For further details, see Note 6 "Debt" to our consolidated financial statements included in this Report.
RECENT DEVELOPMENTS
October Issuances and Distribution Declarations
Pursuant to our continuous private offering, we sold approximately 42,519 Units for an aggregate offering price of approximately $0.8 million effective October 1, 2026.
On October 22, 2026, our Board declared a regular distribution in the amount of $0.1397 per unit and payable on or around November 4, 2026 to unitholders of record as of October 31, 2026.
November Issuances
Pursuant to our continuous private offering, we held a closing relating to the sale of our Units for an aggregate offering price of $0.06 million effective November 1, 2026.
Merger Agreement
On October 26, 2026, we entered into an Agreement and Plan of Merger with North Haven Private Income Fund LLC, a Delaware limited liability company ("PIF"), Sky Merger Sub LLC, a Delaware limited liability company and wholly owned direct subsidiary of PIF ("Merger Sub"), and the Adviser (the "Merger Agreement"). Pursuant to the Merger Agreement, the Company would merge with and into PIF (the "Merger") with Class I unitholders of the Company receiving newly issued Class I Units of PIF based on a NAV-for-NAV exchange ratio determined at the closing of the Merger. Consummation of the Merger is subject to customary regulatory approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. Assuming satisfaction of these conditions, the Merger is currently expected to close in December 2026.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, should be read in connection with our consolidated financial statements in Part I, Item 1 of this Report, including Note 2 "Summary of Significant Accounting Policies."
We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Deferred Financing Costs and Debt Issuance Costs and Income Taxes. The valuation of investments is our most significant critical estimate. The most significant input is the discount rate used in yield analysis that is based on comparable market yields. Significant increases in the discount rates in isolation would result in a significantly lower fair value measurement. For a further discussion and disclosure of key inputs and considerations related to this estimate, refer to "Note 5-Fair Value Measurements" included in the notes to the consolidated financial statements in Part I, Item 1 of this Report.
RELATED PARTY TRANSACTIONS
We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying consolidated financial statements if not defined herein):
•
the Investment Advisory Agreement;
•
the Administration Agreement;
•
the Placement Agent Agreement;
•
the MSDI Agreement; and
•
the Expense Support Agreement.
For further details, see Note 3. "Significant Agreements and Related Party Transactions" to our consolidated financial statements included in this Report.
MS Credit Partners Holdings, an indirect wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements to purchase Units up to an aggregate amount of $25,000 or such amount so that the Company is not considered to be "controlled" by Morgan Stanley or its affiliates for purposes of the Bank Holding Company Act of 1956, as amended from time to time. As of September 30, 2026, MS Credit Partners Holdings has made an aggregate capital contribution of $14,213, in exchange for 707,017 Units. MS Credit Partners Holdings has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.
North Haven Private Income Fund A LLC published this content on November 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 10, 2026 at 21:47 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]