By Wendy Van Sickle
Columbus, Ohio, Dec. 5 – North Haven Private Income Fund LLC closed a private placement of $300 million of series C senior notes in two parts to qualified institutional investors on Dec. 1, according to a filing with the Securities and Exchange Commission.
The notes include $136.5 million of 8.92% senior notes, tranche A, due March 1, 2027 and $163.5 million of 9.07% senior notes, tranche B, due March 1, 2029.
The coupons are subject to a step up if a below-investment-grade event or a secured debt ratio event occurs.
The company must offer to repay the series C notes at par plus accrued interest if certain change-of-control events occur.
North Haven may redeem the notes in whole or in part at any time at par plus accrued interest plus, if the tranche A notes are redeemed on or before Dec. 1, 2026 or the tranche B notes are redeemed on or before Dec. 1, 2028, a make-whole premium.
Proceeds are planned for general corporate purposes, including to make investments, repay existing indebtedness and make permitted distributions. The notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
In connection with the tranche A notes and tranche B notes, the company entered into interest rate swaps to more closely align the interest rates of the company’s liabilities with the company’s investment portfolio, which consists of predominately floating-rate loans. Under the interest rate swap agreement related to the tranche A notes, the company receives a fixed interest rate of 8.92% and pays a floating interest rate of SOFR plus 449 basis points on $136.5 million of the tranche A notes. Under the interest rate swap agreement for the tranche B notes, the company receives a fixed interest rate of 9.07% and pays a floating interest rate of SOFR plus 477 bps on $163.5 million of the tranche B notes.
The borrower is an externally managed specialty finance company based in New York.
| Issuer: | North Haven Private Income Fund LLC
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| Amount: | $300 million
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| Issue: | Senior notes, series C
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| Placement date: | Dec. 1
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| Distribution: | Private placement
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| Tranche A
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| Amount: | $136.5 million
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| Maturity: | March 1, 2027
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| Coupon: | 8.92%
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| Call: | Make-whole call until Dec. 1, 2026, then a par call
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| Tranche B
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| Amount: | $163.5 million
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| Maturity: | March 1, 2029
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| Coupon: | 9.07%
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| Call: | Make-whole call until Dec. 1, 2028, then a par call
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