Morgan Stanley’s North Haven BDC Launches $300M Note Exchange

North Haven Private Income Fund, the nontraded business development company advised by an affiliate of Morgan Stanley, is offering to exchange up to $300 million of privately placed 5.125% notes due 2028 for an equal amount of substantially identical notes registered under the Securities Act, according to a prospectus filed with the U.S. Securities and Exchange Commission.

The registered notes carry the same 5.125% rate and mature on Sept. 25, 2028, with interest payable semiannually on March 25 and Sept. 25. The exchange notes differ from the restricted notes only in that their transfer restrictions and registration rights are removed. The fund will not receive any cash proceeds from the exchange, and it does not intend to list the notes on any exchange. The offer expires at 12:01 a.m. New York City time on Aug. 20 unless extended.

So-called A/B exchange offers are a routine step following a private note placement, giving holders freely tradable securities without raising new capital for the issuer. The registration does not change the fund’s leverage; it formalizes debt already outstanding.

North Haven Private Income Fund invests primarily in directly originated loans to middle-market companies. AltsWire reported last month that the fund prorated its second-quarter share repurchase offer at 43% as tender demand reached 11.6% of shares.

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