MSD Investment Corp. Has Never Run a Tender Offer: $3.17 Billion Called From Investors, NAV $23.48, Debt at 1.0x Equity

Which MSD vehicle this is, and why “non-traded” only half fits

Searches for “MSD investment corp” land on a family of names that are not the same thing. MSD Investment Corp. is the registrant: an externally managed BDC whose adviser and administrator is BDT & MSD BDC Management, LLC, which took over from MSD Partners, L.P. on June 30, 2025 (10-Q, definitions section). The fund invests almost entirely in first lien loans (99.32% of its portfolio) and held $6,857.8 million of investments in 91 portfolio companies on June 30, 2026.

It is a BDC in the “non-traded” sense that nothing trades, and our list of non-traded and private perpetual BDCs includes it for that reason. But it does not behave like the retail-channel funds in that list. Shares are sold under Regulation D to accredited investors and non-U.S. persons, investors sign a capital commitment and the fund draws it down “on an as-needed basis each time the Company delivers a notice” (8-K, accession 0001193125-26-352224), with a minimum of ten business days’ notice (8-K, accession 0001193125-26-292605). At March 25, 2026 there were 687 shareholders (10-K). There is no quarterly repurchase offer and no Schedule TO, and we found no monthly NAV filing. If you came here for a tender series like BlackRock Private Credit Fund or Golub Capital Private Credit Fund, the answer for this fund is that there is none, and the rest of this page reads what exists instead.

The exit is a sentence in the 10-K

We read the EDGAR index for the registrant on October 6, 2026: 194 filings, among them 58 8-Ks, 14 10-Qs, 4 10-Ks, 2 Forms N-14 8C with 4 amendments, and 2 prospectus supplements. There are zero Schedule TO-I or TO-I/A filings. The only issuer-repurchase style filing is a Form N-23C-2 of December 15, 2025, which the 10-K ties to the redemption of the 250 shares of Series A preferred stock the fund sold in November 2023 for $750,000. The cash-flow line “repayment of repurchase obligations” ($82.0 million in the first half of 2025, nil in 2026) is not a shareholder tender: the 10-Q describes repurchase agreements with Macquarie Bank Limited used “to finance certain investment transactions.”

The 10-K says what an investor can expect. “There is no public market for our Shares currently, nor can we give any assurance that one will develop.” The shares are restricted securities that “may be required to be held indefinitely,” may not be sold, transferred or pledged unless the adviser consents and an exemption applies, and an investor “must be willing to bear the economic risk of investment in the shares until we are liquidated.”

The fund once planned an end date. Its terms set a term of five years from the first closing (December 21, 2021), extendable by one year, after which the board would seek a liquidity event or decide to remain private. On March 4, 2025, on management’s recommendation, the board determined to “remain a privately offered BDC.” For a holder it means liquidity depends on the adviser’s consent to a transfer, not on a queue.

Seventeen capital calls: $3.17 billion in, nothing out

For a drawdown fund the “subscriptions” line is the drawdown notice. The 10-Q lists every issuance. The implied price below is proceeds divided by shares (our arithmetic); the filing does not state a price per call.

Three readings. First, the calls come in bursts. By year (our sums): $300.0 million in 2021, $190.0 million in 2022, $335.0 million in 2023, $1,325.0 million in 2024, $800.0 million in 2025 and $225.0 million in the first half of 2026. There was no call between October 31, 2024 and September 4, 2025 (10 months) and none between November 7, 2025 and June 26, 2026 (7.6 months).

Second, the unused commitment is shrinking. Capital commitments were $800.0 million at December 31, 2021 (37.50% called), $1,052.6 million in 2022 (46.55%), $1,444.7 million in 2023 (57.11%), $2,606.8 million in 2024 (82.48%), $3,539.4 million in 2025 (83.35%) and $3,561.5 million at June 30, 2026 (89.15%). The fund says $386.5 million is undrawn (10-Q); that is 10.9% of commitments (our arithmetic), so the average investor has roughly a tenth of its commitment left to fund, although individual terms vary.

Third, the commitment period was extended. The first closing was December 21, 2021, and closings were expected to end by December 21, 2026, “subject to a one-year extension.” On August 13, 2026 the board used it: the final closing “will occur no later than December 21, 2027” (8-K, accession 0001193125-26-352224). A fund that has said it will stay private indefinitely is also a fund that can keep raising commitments for another fifteen months.

The implied prices track the NAV path below but are not NAVs. In the last five calls the implied price was between 0.1% and 1.8% above the NAV reported at the next quarter-end (our arithmetic). The fund’s 10-K says its board must determine it is not selling below NAV; we did not find a monthly NAV in the filings to test it against.

NAV by quarter: $21.78 in 2022, $24.07 in 2024, $23.48 now

The fund has no monthly NAV filings, so the quarter-end figures in the 10-Qs and 10-Ks are the whole record. Net assets grew 11.6 times in four and a half years (our arithmetic), from $302.0 million to $3,498.8 million, almost all of it by new shares.

The first year was a fall of 13.5% (from $25.17 to $21.78 at December 2022, our arithmetic), most of it in the second quarter of 2022 (-8.1%). The recovery to $24.07 by September 2024 was 10.5% (our arithmetic). Since then the line has not moved much: seven quarter-ends in a $0.39 band. The same 10-Q that prints $23.48 shows why it is drifting lower. In the first half of 2026 net investment income added $1.17 a share, realized gains $0.13, unrealized depreciation took $0.39 and distributions declared were $1.14, for a net fall of $0.23 from $23.71 (financial highlights). Total return on NAV was 3.87% for the half-year (not annualized), against 4.73% a year earlier.

Distributions against income: the dividend came down in December 2025

The cleanest test for a private BDC is whether net investment income (NII) pays the distribution. The filings give NII per share on weighted average shares and the distribution per share declared, so the ratio below is approximate (our arithmetic).

Two details in those rows. In 2024 the $3.00 included four special distributions of $0.08, $0.02, $0.02 and $0.28 a share ($0.40 in all, our sum) on top of a $0.65 quarterly rate. And of the $2.54 declared in 2025, the financial highlights classify $0.09 a share as a return of capital, and the tax note designates about $9.9 million of 2025 distributions as return of capital for federal income tax purposes. That is a small slice, 3.4% of the 2025 total of $287.9 million (our arithmetic), but it is the first year the line is non-zero.

The step from $0.65 to $0.57 came in the December 16, 2025 declaration, the fourth of the year, and is 12.3% lower (our arithmetic). It matches what the income statement had been saying: NII per share fell from $3.23 in 2023 to $2.77 in 2024 to $2.43 in 2025, as the fund grew faster than its yield. In the second quarter of 2026 total investment income was $168.8 million against $134.9 million a year earlier (+25.2%, our arithmetic) and NII $80.5 million against $63.5 million, but NII per share was $0.58 against $0.62 because the share count rose 36.3% (139.4 million weighted shares against 102.2 million, our arithmetic). The 10-Q’s “income return” on average investments at cost was 2.42% for the quarter against 2.70%. At $0.57 a quarter the distribution is $2.28 a year, or 9.7% on the $23.48 NAV (our arithmetic), and second-quarter NII covered it 1.02 times. The August 13, 2026 declaration kept the rate, payable September 29 to holders of record on September 15 (10-Q, item 5).

Leverage: $3.49 billion of debt on $3.50 billion of equity

The balance sheet carries the story. At June 30, 2026 total assets were $7,152.6 million and total liabilities $3,653.8 million. Debt principal was $3,494.0 million, 1.00 times net assets (our arithmetic), and 51.5% of it was unsecured notes (our arithmetic). The asset coverage ratio was 200.8%, against a regulatory minimum of 150%.

Debt was $3,251.0 million at December 31, 2025, so the fund added $243.0 million of principal in six months (our arithmetic) while net assets rose $220.5 million. The 8-Ks give the sequence: on June 5, 2026 Amendment No. 1 to the credit agreement raised the cap on shorter-term unsecured debt from $200 million to $600 million; on June 9 the fund priced $300 million of 6.375% notes due 2029, which closed June 12; and on July 30 an amended and restated credit agreement lifted revolver commitments from $670.0 million to $920.0 million, the maximum facility size from $675.0 million to $1.380 billion and the maturity from November 19, 2029 to July 30, 2031. The $400 million of 6.125% notes due 2031 were issued in a private placement on December 5, 2025.

Interest is the largest expense line. Second-quarter interest expense was $59.0 million of $88.3 million of total expenses, 66.8% (our arithmetic), and the weighted average interest rate on borrowings was 6.18% against 7.19% a year earlier. Management and income incentive fees together were $26.8 million, 30.4% of expenses (our arithmetic). For the half-year the 10-Q’s expense ratio was 10.47% of average net assets, annualized, against 11.64%.

The portfolio: 91 companies, 99.3% first lien, one non-accrual

At June 30, 2026 the fund held 216 debt investments in 91 portfolio companies, $6,857.8 million at fair value, 193.64% of net assets. Of that, 99.32% was first lien debt, 0.43% second lien, 0.01% subordinated and 0.24% equity and other. 99.2% of performing debt was floating rate. One investment was on non-accrual status, 0.1% of total investments at cost and at fair value, the same single investment count as at December 31, 2025 (when it was 0.14% of the cost of debt investments and 0.07% of its fair value per the 10-K). Level 3 assets were 86.16% of portfolio investments plus cash.

The average company is large: $6,857.8 million over 91 companies is about $75 million each (our arithmetic). At December 31, 2025 the 10-K put weighted average EBITDA of portfolio companies at $150.2 million (median $119.5 million), net debt through the fund’s tranche at 4.2 times EBITDA, interest coverage at 2.5 times and sponsored investments at 90.40% of the portfolio.

The fund is switching its industry reporting from Moody’s categories to GICS this quarter and shows both. On the older basis the largest buckets were Services: Business (19.40%, from 15.35%) and Hotel, Gaming & Leisure (11.43%, from 13.97%). By geography, 85.38% was in the United States and 7.39% in the United Kingdom. Nothing in the filings suggests concentration beyond that of any sponsor-backed senior loan book; the risk is the combination of 1.0 times leverage and a portfolio that is 86% valued on unobservable inputs.

Fees: 0.75% now, 1.25% if the fund lists

The fee terms are in the 10-Q and they have one clause that matters to a holder. The base management fee is 0.75% a year (0.1875% a quarter) of average gross assets excluding cash before an initial public offering or exchange listing, and 1.25% (0.3125% a quarter) after one. The second-quarter management fee was $12.8 million; at the 1.25% rate and the same base it would have been about $21.4 million a quarter, $8.6 million more (our arithmetic; the filing does not state what other terms change on a listing). The income incentive fee is 15%: nothing if pre-incentive NII is under 1.5% of net assets in a quarter (6.0% a year, our arithmetic), 100% of NII between 1.5% and 1.765% (7.06% annualized) as a catch-up, and 15% above that. A capital gains fee of 15% of cumulative realized gains net of realized losses and unrealized depreciation is accrued but not paid on unrealized gains. In the second quarter the income incentive fee was $14.0 million and the capital gains accrual reversed by $1.4 million.

The board has said it will not list. The fee clause is still the reason to know where the fund sits if that changed: it is a private BDC whose adviser’s economics improve on a listing, and a holder has no vote on it that the filings describe.

Who controls it

The Schedule 13G/A of February 17, 2026 reports that MSD Capital, L.P., with Michael S. Dell as a joint reporting person, beneficially owned 33,046,787.98 shares, 24.0% of the class, at December 31, 2025, down from 25.1% at September 30, 2025 (Schedule 13G/A, accessions 0001193125-26-054015 and 0001193125-25-281677). The 10-K’s risk factors say, in different words, that ownership is concentrated: “The majority of the Company’s shares are held and controlled by one entity,” and a substantial percentage are held by entities with the same ultimate beneficial owner, so “the voting power of the Company is highly concentrated.” We did not reconcile that sentence with the 24.0% figure; the filings do not name the controlling entity in the text we read. The 10-K adds that matters put to shareholders “will likely be controlled by the vote of the controlling entities.”

What changed in the last 60 days (since August 7, 2026)

The exchange offer is housekeeping, not a new raise: the fund is swapping notes it sold privately on December 5, 2025 for registered notes with the same terms, “to satisfy certain of our obligations under the registration rights agreement.” The notes are general unsecured obligations, effectively junior to the fund’s secured debt and structurally junior to its subsidiaries’ debt, and holders can require repurchase at 100% on a change of control repurchase event. Just before the window, on July 30 the revolver was upsized, and on June 26 a $225 million drawdown issued 9,574,468 shares (8-K filed July 1, accession 0001193125-26-292605).

What a holder or a prospective investor can do with this

• If you hold shares: there is no tender to enter and no queue to read. A transfer needs the adviser’s consent under the 10-K. What you can track is the undrawn part of your own commitment (the fund as a whole has 10.9% undrawn, our arithmetic) and the date of the next drawdown notice, which reaches the market as an 8-K Item 3.02.
• If you are weighing a commitment: this is a commitment-and-call structure with no repurchase programme, so the money is committed for as long as the fund runs. Terms for a late closing are in the subscription documents, not in the filings we read. The decision on an exit rests with the adviser and the controlling holders, and the board has chosen to stay private.
• If you want a fund that gives liquidity on a schedule: funds such as BlackRock Private Credit Fund and Golub Capital Private Credit Fund file their tender results, and the private credit redemptions tracker puts those requests side by side. The non-traded BDC list shows where MSD sits among them by net assets, NAV and leverage.
• Watch these: the Q3 10-Q (the 2025 one was filed November 14), the December 2026 distribution declaration (the last cut was announced in the fourth-quarter declaration), the next drawdown 8-K, the close of the exchange offer on October 29, and any board statement on a listing, which would trigger the 1.25% fee.

FAQ

All figures are from MSD Investment Corp.'s SEC filings read on EDGAR on October 6, 2026: the Form 10-K for 2025 (accession 0001193125-26-124538) and the 10-Ks and 10-Qs for 2022 through June 30, 2026 (latest 10-Q, accession 0001193125-26-352436), the 8-Ks reporting each capital drawdown and the June-August 2026 8-Ks on the credit agreement, the 2029 notes and the commitment period, the Form N-14 8C filings and the 424B3 of September 30, 2026 (accession 0001193125-26-409189), and the Schedule 13G/A filings of November 14, 2025 and February 17, 2026. The count of 194 filings and zero tender offers is our reading of the EDGAR filing index. Implied issue prices, ratios of NII to distributions, percentage changes, shares of total, sums and the fee illustration are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.