UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2025 (September 18, 2025)

MSD INVESTMENT CORP.

(Exact name of Registrant as Specified in Its Charter)

Maryland		814-01481		87-4195402
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 Madison Ave., 20th Floor New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212-303-4728

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Securities registered pursuant to Section 12(b) of the Act: None

 

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 is hereby incorporated by reference into this Item 1.01.

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

MSD Investment Corp. (the “Company”) previously entered into the Loan and Servicing Agreement, dated August 15, 2023 (as amended from time to time, the “Loan and Servicing Agreement”, and the subscription facility thereunder, the “SPV II Facility”), by and among the Company, as collateral manager, MSD BDC SPV II, LLC, as borrower, Citizens Bank N.A as lender and administrative agent, the other lenders party thereto, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian. On September 18, 2025, the Company entered into that certain Amendment No. 4 to Loan and Servicing Agreement (the “Amendment”), pursuant to which, among other things, (i) the maturity date of the SPV II Facility was extended from August 15, 2028 to September 18, 2030; (ii) the Reinvestment Period of the SPV II Facility was extended from August 15, 2026 to September 18, 2028; and (iii) during the Reinvestment Period, the facility margin was decreased from 2.75% to 1.95%, and the facility margin subsequent to the Reinvestment Period was decreased from 3.00% to 2.20%. The other material terms of the Loan and Servicing Agreement remain unchanged.

The description above is only a summary of the material provisions of the Amendment and the Loan and Servicing Agreement, and is qualified in its entirety by reference to the copy of the Amendment, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2025.

 

Item 9.01.	Financial Statements and Exhibits.

 

(d) Exhibits

EXHIBIT NUMBER		DESCRIPTION
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MSD Investment Corp.
Dated: September 24, 2025	By:	/s/ Brian Williams
		Name:	Brian Williams
		Title:	Chief Financial Officer and Treasurer