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North Haven Private Income Fund LLC Enters Into Merger Agreement With North Haven Private Income Fund A LLC

MS
  • North Haven Private Income Fund LLC (PIF) and North Haven Private Income Fund A LLC (PIF A) announced a merger agreement where PIF A will merge into PIF.
  • Class I unitholders of PIF A will receive newly issued Class I Units of PIF based on a NAV-for-NAV exchange ratio.
  • PIF's base management fee will be reduced from 1.25% to 1.00% of average net asset value, effective January 1, 2027.
  • On a pro forma basis as of June 30, 2026, the combined entity is expected to hold $6.6 billion in total investments across approximately 312 portfolio companies.
  • Approximately 99% of gross investment commitments held by PIF A overlap with those of PIF on a pro forma basis.
  • The Boards of Directors of both companies unanimously approved the merger with full support from independent directors.
  • The merger aims to create a more efficient expense structure, larger scale, improved leverage flexibility, and a multi-class equity structure for competitive positioning.
  • Consummation is subject to regulatory approvals, including Hart-Scott-Rodino, with an expected closing in December 2026.
  • The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
  • Keefe, Bruyette & Woods served as financial advisor to the PIF A independent directors, while Truist Securities served as advisor to the PIF independent directors.
  • All current officers and directors of both companies will remain in their existing roles following the transaction.