UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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 7, 2024 (
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code:
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):
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:
Item 3.02. Unregistered Sales of Equity Securities.
On May 21, 2024, MSD Investment Corp. (the “Company”) delivered a capital drawdown notice to its stockholders relating to the sale of 16,366,612 shares (the “Shares”) of the Company's common stock, par value $0.001 per share (the “Common Stock”) for an aggregate offering price of approximately $400.0 million. The Shares were issued on June 5, 2024.
The sale of the Shares was made pursuant to subscription agreements entered into by the Company and its stockholders. Under the terms of the subscription agreements, stockholders are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum ten business days' prior notice to stockholders.
Pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder, the issuance of the Shares is exempt from registration and was undertaken in reliance on representations from the Company's stockholders that they are accredited investors, as that term is defined in Rule 501(a) of Regulation D of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NUMBER |
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DESCRIPTION |
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104 |
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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.
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MSD Investment Corp. |
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Dated: June 7, 2024 |
By: |
/s/ Brian Williams |
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Name: |
Brian Williams |
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Title: |
Chief Financial Officer and Treasurer |
Document and Entity Information |
Jun. 05, 2024 |
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| Document Information [Line Items] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Central Index Key | 0001849894 |
| Document Period End Date | Jun. 05, 2024 |
| Entity Registrant Name | MSD INVESTMENT CORP. |
| Securities Act File Number | 814-01481 |
| Entity Incorporation, State or Country Code | MD |
| Entity Tax Identification Number | 87-4195402 |
| Entity Address, Address Line One | One Vanderbilt Avenue |
| Entity Address, Address Line Two | 26th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10017 |
| City Area Code | 212 |
| Local Phone Number | 303-4728 |
| Title of 12(b) Security | None |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |