Key Takeaways
- • North Haven Private Income Fund LLC (PIF) has agreed to merge with North Haven Private Income Fund A LLC (PIF A), creating a combined business development company with approximately $6.6 billion in investments at fair value across roughly 312 portfolio companies, based on pro forma figures as of June 30, 2026.
- • PIF plans to cut its base management fee from 1.25% to 1.00% of average net asset value, effective January 1, 2027, lowering investment management costs for shareholders.
- • Approximately 99% of PIF A's gross investment commitments overlap with PIF's portfolio, making the consolidation largely a combination of existing exposures.
- • PIF A Class I unitholders will receive newly issued PIF Class I units on a net asset value-for-net asset value exchange ratio; closing is expected in December 2026, subject to HSR clearance and other regulatory approvals.
- • The merged vehicle is designed to offer multiple equity classes through brokerage and advisory channels, potentially broadening its investor base.
Summary
North Haven Private Income Fund LLC (PIF) has entered into a merger agreement with North Haven Private Income Fund A LLC (PIF A), combining two private credit vehicles managed by Morgan Stanley into a larger business development company. Based on pro forma figures as of June 30, 2026, the combined portfolio would hold approximately $6.6 billion in investments at fair value across roughly 312 portfolio companies. Both funds are externally managed by MS Capital Partners Adviser Inc., an indirect, wholly owned subsidiary of Morgan Stanley, and focus on lending to middle-market businesses.
Under the agreement, PIF A will merge into PIF, and PIF A Class I unitholders will receive newly issued Class I units of PIF on a net asset value-for-net asset value exchange ratio. The transaction is expected to close in December 2026, subject to customary closing conditions and regulatory approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The companies intend the transaction to qualify as a tax-free reorganization for U.S. federal income tax purposes. The boards of both funds approved the agreement, with unanimous support from their independent directors. Keefe, Bruyette & Woods, a Stifel company, advised the committee of independent directors of PIF A's board, and Truist Securities advised the committee of PIF's board.
As part of the merger, PIF will reduce its base management fee from 1.25% to 1.00% of average net asset value, effective January 1, 2027. The companies say the reduction is intended to lower investment management costs for shareholders, while the combined fund is expected to benefit from lower operating expenses and greater administrative efficiency. Approximately 99% of PIF A's gross investment commitments overlap with those of PIF, according to the pro forma figures.
The companies expect the larger structure to provide greater financing flexibility, more efficient use of leverage and a bigger balance sheet to support future lending. Michael Occi, Chief Executive Officer of both funds, said: "We are pleased with the Companies' performance and believe the Merger will create value for investors, including through a reduced management fee." Occi said the transaction positions PIF to use Morgan Stanley's investment platform to expand its presence in private credit markets. All current PIF officers and directors are expected to remain in their roles after the merger.
Under the agreement, PIF A will merge into PIF, and PIF A Class I unitholders will receive newly issued Class I units of PIF on a net asset value-for-net asset value exchange ratio. The transaction is expected to close in December 2026, subject to customary closing conditions and regulatory approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The companies intend the transaction to qualify as a tax-free reorganization for U.S. federal income tax purposes. The boards of both funds approved the agreement, with unanimous support from their independent directors. Keefe, Bruyette & Woods, a Stifel company, advised the committee of independent directors of PIF A's board, and Truist Securities advised the committee of PIF's board.
As part of the merger, PIF will reduce its base management fee from 1.25% to 1.00% of average net asset value, effective January 1, 2027. The companies say the reduction is intended to lower investment management costs for shareholders, while the combined fund is expected to benefit from lower operating expenses and greater administrative efficiency. Approximately 99% of PIF A's gross investment commitments overlap with those of PIF, according to the pro forma figures.
The companies expect the larger structure to provide greater financing flexibility, more efficient use of leverage and a bigger balance sheet to support future lending. Michael Occi, Chief Executive Officer of both funds, said: "We are pleased with the Companies' performance and believe the Merger will create value for investors, including through a reduced management fee." Occi said the transaction positions PIF to use Morgan Stanley's investment platform to expand its presence in private credit markets. All current PIF officers and directors are expected to remain in their roles after the merger.
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