KBRA assigns issuer and senior unsecured debt ratings of BBB to Morgan Stanley Direct Lending Fund (NYSE: MSDL or "the company"). The rating Outlook is Stable.

Key Credit Considerations

The ratings and Outlook are supported by Morgan Stanley Direct Lending Fund's strong ties to the ~$1.5 trillion assets under management and/or supervision from Morgan Stanley Asset Management. The company benefits from investment banking, global capital markets, investment management, and wealth management within the Morgan Stanely (NYSE: MS) ecosystem in addition to MS' robust sponsor and banking relationships. As part of the MS ecosystem, MSDL leverages the broad MS private credit platform (“MSPC”), which includes about $19 billion of committed capital in direct lending along with SEC exemptive relief to co-invest with certain other affiliated investment vehicles managed by the company's adviser, MS Capital Partners Inc. ("Adviser") or its affiliates. Furthermore, as of 3Q24, MSDL's $3.6 billion diversified investment portfolio at fair value (FV), comprises approximately 96% senior secured first lien loans spread across 200 companies in 33 industries, primarily in less cyclical sectors. The investment portfolio's median EBITDA is $84.7 million, and the top three sectors are Software (17.7%), Insurance (12. 6%), and Commercial Services and Supplies (10.5%). Asset quality is solid with only two portfolio companies on nonaccrual status, representing 0.2% of total investments at both FV and cost as of 3Q24. Despite a relatively unseasoned portfolio due to MSDL's short operating history, 98.3% of the portfolio maintains an internal rating of 2 or higher, indicating that loans are performing at or above expectations at underwriting.

At 3Q24, MSDL maintained gross leverage of 0.99x, in line with its target leverage range of 1.0x to 1.25x and well within the regulatory minimum asset coverage ratio of 150%. MSDL's funding mix is solid and includes a corporate revolver, SPV asset-based facilities, and senior unsecured notes. As of 3Q24, ~57% of the company’s total debt outstanding is senior unsecured, providing greater financial flexibility and low asset encumbrance for the benefit of unsecured noteholders. Liquidity remains solid with sufficient bank credit availability of $1.1 billion and $88.4 million of cash and cash equivalents set against $275 million of notes due September 2025 and total unfunded commitments of $552.4 million at 3Q24.

Counterbalancing MSDL’s credit strengths are the company’s limited operating history offset by the long tenure of its management in private credit, the relatively illiquid investments, retained earnings constraints as a Regulated Investment Company ("RIC"), and an uncertain economic environment with high base rates, inflation, and geopolitical risk that could increase non-accruals.

MSDL is a New York-based, externally managed, non-diversified, publicly traded closed-end investment management company regulated as a Business Development Company ("BDC") under the Investment Company Act of 1940. For tax purposes, MSDL has elected to be treated as an RIC. The company commenced operations in January 2020 and closed its initial public offering on January 26, 2024. MSDL's Adviser is a wholly owned subsidiary of Morgan Stanley, a leading global investment bank. MSDL is neither a subsidiary nor is it consolidated with MS. Morgan Stanley has no obligation, contractual or otherwise, to financially support MSDL. MSDL’s obligations are neither MS’ obligations nor are they guaranteed by MS, and MS has no history of financially supporting any MS BDC even during periods of financial distress.

Rating Sensitivities

Given the Stable Outlook, a rating upgrade is not expected in the medium term. A rating downgrade and/or Outlook change to Negative could be considered if management alters its stated company strategy by increasing its focus on riskier investments coupled with higher leverage metrics. A prolonged downturn in the U.S. economy with negative impact on MSDL’s earnings performance, asset quality, and leverage or a significant change in senior management and/or risk management policies could also lead to negative rating action.

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Methodologies

• Financial Institutions: Finance Company Global Rating Methodology
• ESG Global Rating Methodology

Disclosures

A description of all substantially material sources that were used to prepare the credit rating and information on the methodology(ies) (inclusive of any material models and sensitivity analyses of the relevant key rating assumptions, as applicable) used in determining the credit rating is available in the Information Disclosure Form(s) located here.

Information on the meaning of each rating category can be located here.

Further disclosures relating to this rating action are available in the Information Disclosure Form(s) referenced above. Additional information regarding KBRA policies, methodologies, rating scales and disclosures are available at www.kbra.com.

About KBRA

Kroll Bond Rating Agency, LLC (KBRA) is a full-service credit rating agency registered with the U.S. Securities and Exchange Commission as an NRSRO. Kroll Bond Rating Agency Europe Limited is registered as a CRA with the European Securities and Markets Authority. Kroll Bond Rating Agency UK Limited is registered as a CRA with the UK Financial Conduct Authority. In addition, KBRA is designated as a designated rating organization by the Ontario Securities Commission for issuers of asset-backed securities to file a short form prospectus or shelf prospectus. KBRA is also recognized by the National Association of Insurance Commissioners as a Credit Rating Provider.

Doc ID: 1007249

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