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Financial report summary
?Risks
- We have a limited operating history.
- Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.
- We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.
- The discontinuation of LIBOR and replacement or reform of other interest rate benchmarks may adversely affect our business and results of operations.
- We depend upon our Adviser, and Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.
- Our business model depends to a significant extent upon strong referral relationships with private equity sponsors. Any inability of the Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
- The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to the fact that neither our Adviser nor its affiliates are prohibited from raising money for or managing another entity that makes the same types of investments that we target.
- We may not replicate the historical results achieved by other entities advised or sponsored by members of the Investment Committee, or by the Adviser or its affiliates.
- Our financial condition and results of operation depend on our ability to manage future growth effectively.
- The Adviser may frequently be required to make investment analyses and decisions on an expedited basis in order to take advantage of investment opportunities, and our Adviser may not have knowledge of all circumstances that could impact our investments.
- There are significant potential conflicts of interest that could affect our investment returns.
- Conflicts related to obligations the Investment Committee, the Adviser or its affiliates have to other clients and conflicts related to fees and expenses of such other clients.
- The Investment Committee, the Adviser or its affiliates may, from time to time, possess material non-public information, or may not have access to certain information held by Morgan Stanley, each of which would limit our investment discretion.
- Our incentive fee structure may create incentives for the Adviser that are not fully aligned with the interests of our unitholders and may induce the Adviser to make speculative investments.
- Conflicts related to other arrangements with the Adviser and its affiliates.
- Our ability to enter into transactions with our affiliates is restricted.
- The recommendations given to us by our Adviser may differ from those rendered to their other clients.
- We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
- We will be subject to corporate-level income tax if we are unable to qualify as a RIC.
- We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
- We will need to raise additional capital to grow because we must distribute most of our income.
- If we are not treated as a “publicly offered regulated investment company,” as defined in the Code, U.S. unitholders that are individuals, trusts or estates will be taxed as though they received a distribution of some of our expenses.
- Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. As a BDC, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage.
- We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.
- Any inability to renew, extend or replace the Citibank Funding Facility or any other Credit Facility could adversely impact our liquidity and ability to find new investments or maintain distributions to our unitholders.
- Our interests in any subsidiary that enters into a Credit Facility would be subordinated, and we may not receive cash on our equity interests from any such subsidiary.
- Our ability to sell investments held by any subsidiary that enters into a Credit Facility would be limited.
- We may be subject to risks associated with any collateralized loan obligations, or CLOs, we enter into to finance our investments.
- We may enter into reverse repurchase agreements, which are another form of leverage.
- If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.
- Failure to qualify as a BDC would decrease our operating flexibility.
- The majority of our portfolio investments are recorded at fair value as determined in good faith by our Valuation Designee, under the supervision of our Board of Directors and, as a result, there may be uncertainty as to the value of our portfolio investments.
- Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or unitholder approval, and we may temporarily deviate from our regular investment strategy.
- The Adviser can resign on 60 days’ notice and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
- The Administrator can resign on 60 days’ notice, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
- We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer and our portfolio may be concentrated in a limited number of industries.
- Laws and regulations regulating insurance activities are complex and could negatively affect the business of our portfolio companies in the insurance services industry, which could reduce their profitability and potentially limit their growth.
- Our investments in the healthcare providers and services industry face considerable uncertainties.
- We may be subject to risks associated with our investments in the professional services industry.
- The liability of each of the Adviser, and the Administrator is limited, and we have agreed to indemnify each of the Adviser and the Administrator against certain liabilities, which may lead them to act in a riskier manner on our behalf than each would when acting for its own account.
- Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.
- Limitations of investment due diligence expose us to investment risk.
- Our debt investments may be risky, and we could lose all or part of our investments.
- Defaults by our portfolio companies will harm our operating results.
- We may hold the debt securities of distressed companies that may enter into bankruptcy proceedings.
- Our investments in private, middle-market portfolio companies are risky, and you could lose all or part of your investment.
- Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
- Our investments in securities or assets of publicly traded companies are subject to the risks inherent in investing in public securities.
- Our investments in traded bank loans and other liquid debt securities of U.S. corporate issuers could include “covenant-lite” loans, which may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
- The lack of liquidity in our investments may adversely affect our business.
- Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
- Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interest rates may make it more difficult for portfolio companies to make periodic payments on their loans.
- Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.
- We may be subject to risks associated with syndicated loans.
- Our investments in portfolio companies may expose us to environmental risks.
- We have not yet identified all of the portfolio company investments we will acquire and we may have difficulty sourcing investment opportunities.
- Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
- Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
- We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.
- Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
- We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.
- We may be subject to risks under hedging transactions and may become subject to risks if we invest in foreign securities.
- We may not realize gains from our equity investments.
- We may be subject to risks to the extent we provide managerial assistance to our portfolio companies.
- Our Units are not listed, and we do not intend to list our Units, on an exchange, nor are our Units quoted through a quotation system. Therefore, our unitholders will have limited liquidity and may not receive a full return of invested capital upon selling their Units or upon liquidation of the Company.
- There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.
- Investing in our Units may involve an above average degree of risk.
- Investors will not know the purchase price per unit at the time they submit their subscription agreements and could receive fewer Units than anticipated if our Board of Directors determines to increase the offering price to comply with the requirement that we avoid selling Units at a net offering price below the net asset value per Unit of such class of units.
- If we are unable to raise substantial funds in our ongoing, continuous “best efforts” offering, we may be limited in the number and type of investments we may make, and the value of your investment in us may be reduced in the event our assets under-perform.
- We intend, but are not required, to offer to repurchase units on a quarterly basis. As a result, unitholders will have limited opportunities to sell their units.
- The timing of our repurchase offers pursuant to our unit repurchase program may be at a time that is disadvantageous to our unitholders, and, to the extent you are able to sell your Units under the program, you may not be able to recover the amount of your investment in our Units.
- The price at which we may repurchase Units pursuant to our Unit repurchase program will be determined in accordance with our Unit pricing policy and, as a result, there may be uncertainty as to the value of our Units.
- We may be unable to invest a significant portion of the net proceeds of our offering of Units on acceptable terms in an acceptable timeframe.
- Our distributions to unitholders may be funded from expense reimbursements or any waivers of investment advisory fees that are subject to repayment pursuant to our Expense Support Agreement.
- Investing in our Units may involve an above average degree of risk.
- The net asset value of our Units may fluctuate significantly.
- Our unitholders may experience dilution in their ownership percentage.
- Our unitholders will experience dilution in their ownership percentage if they do not participate in our DRIP.
- Our unitholders may receive our Units as distributions, which could result in adverse tax consequences to them.
- Any preferred units we may issue in the future could adversely affect the value of our Units.
- Holders of any preferred units that we may issue will have the right to elect certain members of our Board of Directors and have class voting rights on certain matters.
- Our unitholders may be subject to filing requirements under the Exchange Act as a result of an investment in us.
- Our unitholders may be subject to the short-swing profits rules under the Exchange Act as a result of an investment in us.
- We are operating in a period of capital markets volatility and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.
- New or modified laws or regulations governing our or Morgan Stanley’s operations may adversely affect our business.
- We are highly dependent on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect the value of our Units and our ability to pay distributions.
- Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition.
- We may be the target of litigation.
- We may experience fluctuations in our quarterly operating results.
- We are an “emerging growth company,” and we do not know if such status will make our Units less attractive to investors.
- Efforts to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act would adversely affect us and the value of our Units.
- We incur significant costs as a result of being registered under the Exchange Act.
- Economic recessions or downturns could impair our portfolio companies and defaults by our portfolio companies will harm our operating results.
- Inflation and supply chain risk could adversely impact our portfolio companies and our results of our operations.
- We and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits with the Federal Deposit Insurance Corporation, or FDIC, and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.