MSD Investment Corp.

09/04/2025 | Press release | Distributed by Public on 09/04/2025 15:14

Financial Obligation (Form 8-K)

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 28, 2025, MSD Investment Corp. (the "Company"), entered into that certain Commitment Increase Agreement with Royal Bank of Canada, Deutsche Bank AG, New York Branch, and U.S. Bank National Association, as the assuming lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the "Commitment Increase Agreement"), pursuant to which, through the accordion feature in the Senior Secured Credit Agreement, by and between the Company, as borrower, and JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the "Credit Agreement" and the facility thereunder, the "Revolving Credit Facility"), the aggregate commitments under the Revolving Credit Facility increased from $450.0 million to $595.0 million. The accordion feature in the Revolving Credit Facility allows the Company, under certain circumstances, to increase the total size of the facility to a maximum of $675.0 million.

The other material terms of the Revolving Credit Facility remain unchanged. Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to the SOFR in effect, plus an applicable margin of 1.75% per annum if the Borrowing Base (as defined in the Credit Agreement) is greater than or equal to 1.6x the Combined Debt Amount (as defined in the Credit Agreement), or SOFR plus an applicable margin of 1.875% per annum if the Borrowing Base is less than 1.6x the Combined Debt Amount. There is an additional 0.1% credit spread adjustment regardless of the Combined Debt Amount. The Company will also pay a commitment fee of 0.375% per annum on the daily unused amount of the financing commitments until the fourth anniversary of the Revolving Credit Facility. Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by the Company. The period during which the Company may make borrowings under the Revolving Credit Facility expires on December 20, 2028, and the Revolving Credit Facility is scheduled to mature on November 19, 2029.

The foregoing description is only a summary of the material provisions of the Commitment Increase Agreement and is qualified in its entirety by reference to a copy of the Commitment Increase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

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