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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): June 5, 2026 (June 5, 2026)

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.

On December 20, 2024, MSD Investment Corp. (the “Company”) entered into that certain Senior Secured Credit Agreement, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the other lenders party thereto (as amended and supplemented, the “Credit Agreement”). On June 5, 2026, the Company entered into Amendment No. 1 to the Credit Agreement by and among the Company, the Administrative Agent, and the other lenders party thereto (the “Amendment”), pursuant to which the limitation on the incurrence of Shorter Term Unsecured Indebtedness was increased from $200 million to $600 million. The other material terms of the Credit Agreement remain unchanged.

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

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

EXHIBIT

NUMBER

 

 

DESCRIPTION

 

 

10.1

Amendment No. 1 to Senior Secured Credit Agreement, dated as of June 4, 2026, by and among MSD Investment Corp., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto.

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: June 5, 2026

By:

/s/ Brian Williams

Name:

Brian Williams

Title:

Chief Financial Officer and Treasurer