North Haven Private Income Fund A 10-Q 2024 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________________

FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2024

OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 000-56388

North Haven Private Income Fund A LLC

(Exact name of registrant as specified in charter)

Delaware	92-1385301
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1585 Broadway	10036
New York, NY	(Zip Code)
(Address of principal executive offices)

1 212-761-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No  ☒

The number of the registrant’s Class I Units outstanding at May 14, 2024 was 4,534,746

North Haven Private Income Fund A LLC

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

TABLE OF CONTENTS

Part I. Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Members’ Capital	5
	Consolidated Statements of Cash Flows	6
	Consolidated Schedules of Investments	7
	Notes to the Consolidated Financial Statements	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44
Part II. Other Information
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	46

SIGNATURES

2

North Haven Private Income Fund A LLC

Consolidated Statements of Financial Condition

(In thousands, except unit and per unit amounts)

	As of
	March 31, 2024		December 31, 2023
	(Unaudited)		(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $71,786 and $51,386)	$	71,986	$	51,545
Cash	21,248		21,310
Deferred financing costs	1,365		1,216
Deferred offering costs	40		65
Interest and dividend receivable from non-controlled/non-affiliated investments	521		354
Prepaid expenses and other assets	91		87
Total assets	95,251		74,577
Liabilities
Debt	—		11,000
Payable for investments purchased	2,671		—
Payable to affiliates (Note 3)	215		807
Distributions payable	631		344
Subscriptions received in advance (Note 8)	11,436		18,462
Payable for units repurchased	351		—
Capital gains based incentive fee payable	25		20
Interest and financing costs payable	252		305
Accrued expenses and other liabilities	381		271
Total liabilities	15,962		31,209
Commitments and Contingencies (Note 7)
Members' Capital
Common units, par value $0.001 per unit (3,938,696 and 2,157,873 units issued and outstanding)	4		2
Paid-in capital in excess of par value	78,845		43,012
Net distributable earnings (accumulated losses)	440		354
Total members' capital	$	79,289	$	43,368
Total liabilities and members' capital	$	95,251	$	74,577
Net asset value per unit	$	20.13	$	20.10

    

The accompanying notes are an integral part of these unaudited consolidated financial statements    

3

North Haven Private Income Fund A LLC

Consolidated Statements of Operations (Unaudited)

(In thousands, except unit and per unit amounts)

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	1,933	$	—
Payment-in-kind	15		—
Other income	44		—
Total investment income	1,992		—
Expenses:
Interest expense and other financing expenses	199		—
Management fees	201		—
Income based incentive fees	185		—
Capital gains incentive fees	5		—
Professional fees	184		—
Directors' fees	26		—
Administrative service fees	41		—
Organization and offering costs	25		136
General and other expenses	40		—
Total expenses	906		136
Income based incentive fee waiver (Note 3)	(185)		—
Expense support (Note 3)	(245)		—
Management fees waiver (Note 3)	(201)		—
Net expenses	275		136
Net investment income (loss)	1,717		(136)
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	41		—
Net realized and unrealized gain (loss)	$	41	$	—
Net increase (decrease) in members' capital resulting from operations	$	1,758	$	(136)
Net investment income (loss) per unit	$	0.49	$	—
Earnings (loss) per unit	$	0.50	$	—
Weighted average units outstanding (Note 9):	3,497,628		—

The accompanying notes are an integral part of these unaudited consolidated financial statements

4

North Haven Private Income Fund A LLC

Consolidated Statements of Changes in Members’ Capital (Unaudited)

(In thousands)

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Members' Capital at beginning of period:	$	43,368	$	(194)
Increase (decrease) in members’ capital resulting from operations:
Net investment income (loss)	1,717		(136)
Net change in unrealized appreciation (depreciation)	41		—
Net increase (decrease) in members’ capital resulting from operations	1,758		(136)
Distributions to Unitholders from:
Distributable earnings	(1,672)		—
Total distributions to Unitholders	(1,672)		—
Capital transactions:
Issuance of Units	35,661		25
Reinvestment of distributions	525		—
Repurchased Units	(351)		—
Net increase in members' capital resulting from capital transactions	35,835		25
Total increase (decrease) in members' capital	35,921		(111)
Members' capital at end of period	$	79,289	$	(305)
Distributions per unit	$	0.48	$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements

5

North Haven Private Income Fund A LLC

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Cash flows from operating activities:
Net increase (decrease) in members' capital resulting from operations	$	1,758	$	(136)
Adjustments to reconcile net increase (decrease) in members' capital resulting from operations to net cash provided by (used in) operating activities
Net change in unrealized (appreciation) depreciation on investments	(41)		—
Net accretion of discount and amortization of premium on investments	(64)		—
Payment-in-kind interest and dividend capitalized	(9)		—
Amortization of deferred financing costs	101		—
Amortization of deferred offering costs	25		—
Purchases of investments and change in payable for investments purchased	(18,059)		—
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid	403		—
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments	(167)		—
(Increase) decrease in prepaid expenses and other assets	(4)		—
(Decrease) increase in payable to affiliates	(592)		—
(Decrease) increase in incentive fees payable	5		—
(Decrease) increase in interest payable	(53)		—
(Decrease) increase in accrued expenses and other liabilities	110		111
Net cash provided by (used in) operating activities	(16,587)		(25)
Cash flows from financing activities:
Borrowings on debt	$	1,100	$	—
Repayments on debt	(12,100)		—
Deferred financing costs paid	(250)		—
Dividend paid in cash	(860)		—
Proceeds from issuance of Units	17,199		25
Subscriptions received in advance	11,436		—
Net cash provided by (used in) financing activities	16,525		25
Net increase (decrease) in cash	(62)		—
Cash at beginning of period	21,310		—
Cash at end of period	$	21,248	$	—

Supplemental information and non-cash activities:
Excise tax paid	$	7	$	—
Interest expense paid	$	151	$	—
Distribution reinvestment	$	525	$	—
Accrued but unpaid distributions	$	631	$	—
Accrued but unpaid repurchases of Common units	$	351	$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements

6

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)		Maturity Date		Par Amount/ Shares(12)		Cost(4)			Fair Value			Percentage of Net Assets
First Lien Debt
Aerospace & Defense
Mantech International CP	(5) (7)	S +	5.75%		11.06%		9/14/2029		1,767		$	1,767		$	1,767		2.23	%
Mantech International CP	(5) (7) (11)	S +	5.75%		11.06%		9/14/2029		159		159			159			0.20
Mantech International CP	(5) (7) (11)	S +	5.75%		11.06%		9/14/2028		—		—			—			—
											1,926			1,926			2.43
Automobile Components
Sonny's Enterprises, LLC	(5) (6)	S +	6.75%		12.22%		8/5/2028		760		744			760			0.96
Sonny's Enterprises, LLC	(5) (6) (11)	S +	6.75%		12.22%		8/5/2028		105		101			105			0.13
Sonny's Enterprises, LLC	(5) (6) (11)	S +	6.75%		12.22%		8/5/2027		—		(3)			—			—
											842			865			1.09
Automobiles
COP Collisionright Parent, LLC	(5) (6)	S +	5.50%		10.82%		1/29/2030		780		765			765			0.96
COP Collisionright Parent, LLC	(5) (6) (11)	S +	5.50%		10.82%		1/29/2030		21		17			17			0.02
COP Collisionright Parent, LLC	(5) (6) (11)	S +	5.50%		10.82%		1/29/2030		19		16			16			0.02
Turbo Buyer, Inc.	(5) (6)	S +	6.00%		11.46%		12/2/2025		306		302			301			0.38
Summit Buyer, LLC	(5) (6) (11)	S +	5.75%		11.00%		1/14/2027		328		315			291			0.37
Summit Buyer, LLC	(5) (11)	P +	4.25%		12.75%		1/14/2027		17		15			13			0.02
Turbo Buyer, Inc.	(5) (6)	S +	6.00%		11.46%		12/2/2025		757		747			746			0.94
Turbo Buyer, Inc.	(5) (6)	S +	6.00%		11.46%		12/2/2025		759		749			748			0.94
											2,926			2,897			3.65
Chemicals
Tank Holding Corp.	(7)	S +	5.75%		11.20%		3/31/2028		2,810		2,728			2,766			3.49
Tank Holding Corp.	(7) (11)	S +	5.75%		11.20%		3/31/2028		160		154			154			0.19
											2,882			2,920			3.68
Commercial Services & Supplies
Helios Service Partners, LLC	(5) (6)	S +	6.25%		11.81%		3/19/2027		244		238			241			0.30
Helios Service Partners, LLC	(5) (6) (11)	S +	6.25%		11.81%		3/19/2027		351		342			346			0.44
Helios Service Partners, LLC	(5) (6) (11)	S +	6.00%		11.56%		3/19/2027		27		26			26			0.03
Iris Buyer, LLC	(5) (6)	S +	6.25%		11.56%		10/2/2030		1,392		1,356			1,363			1.72
Iris Buyer, LLC	(5) (6) (11)	S +	6.25%		11.56%		10/2/2030		131		127			127			0.16
Iris Buyer, LLC	(5) (6) (11)	S +	6.25%		11.56%		10/2/2029		—		(5)			(4)			(0.01)
Orion Group Holdco, LLC	(5) (6) (11)	S +	6.25%		11.84%		3/19/2027		—		(5)			(5)			(0.01)
Vensure Employer Services, Inc.	(5) (7) (11)	S +	5.25%		10.57%		3/26/2027		101		97			97			0.12
VRC Companies, LLC	(5) (6)	S +	5.75%		11.07%		6/29/2027		2,919		2,906			2,919			3.68
VRC Companies, LLC	(5) (6) (11)	S +	5.75%		11.07%		6/29/2027		28		24			24			0.03
VRC Companies, LLC	(5) (6) (11)	S +	5.75%		11.07%		6/29/2027		—		—			—			—
											5,106			5,134			6.46

7

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)		Maturity Date		Par Amount/ Shares(12)		Cost(4)			Fair Value			Percentage of Net Assets
Construction & Engineering
Arcoro Holdings Corp.	(5) (6)	S +	5.50%		10.82%		3/28/2030		1,739		$	1,704		$	1,704		2.15	%
Arcoro Holdings Corp.	(5) (6) (11)	S +	5.50%		10.82%		3/28/2030		—		(5)			(5)			(0.01)
Superman Holdings, LLC	(5) (6)	S +	6.13%		11.43%		8/31/2027		401		393			397			0.50
Superman Holdings, LLC	(5) (6) (11)	S +	6.13%		11.43%		8/31/2027		—		(1)			(1)			—
											2,091			2,095			2.64
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.	(5) (7)	S +	5.50%		10.83%		2/3/2031		2,010		1,990			1,990			2.51
PDI TA Holdings, Inc.	(5) (7) (11)	S +	5.50%		10.83%		2/3/2031		—		(4)			(4)			(0.01)
PDI TA Holdings, Inc.	(5) (7) (11)	S +	5.50%		10.83%		2/3/2031		—		(2)			(2)			—
											1,984			1,984			2.50
Containers & Packaging
BP Purchaser, LLC	(5) (7)	S +	5.50%		11.08%		12/11/2028		1,886		1,860			1,796			2.27
Distributors
Avalara, Inc.	(5) (7)	S +	7.25%		12.56%		10/19/2028		1,091		1,084			1,091			1.38
Avalara, Inc.	(5) (7) (11)	S +	7.25%		12.56%		10/19/2028		—		(1)			—			—
Bradyifs Holdings, LLC	(5) (6)	S +	6.00%		11.31%		10/31/2029		1,670		1,638			1,648			2.08
Bradyifs Holdings, LLC	(5) (6) (11)	S +	6.00%		11.31%		10/31/2029		45		43			43			0.05
Bradyifs Holdings, LLC	(5) (6) (11)	S +	6.00%		11.31%		10/31/2029		—		(2)			(2)			—
											2,762			2,780			3.51
Diversified Consumer Services
EVDR Purchaser, Inc.	(5) (7)	S +	5.50%		10.83%		2/14/2031		2,059		2,018			2,019			2.55
EVDR Purchaser, Inc.	(5) (7) (11)	S +	5.50%		10.83%		2/14/2031		—		(6)			(6)			(0.01)
EVDR Purchaser, Inc.	(5) (7) (11)	S +	5.50%		10.83%		2/14/2031		141		134			134			0.17
Vertex Service Partners, LLC	(5) (7)	S +	5.50%		10.90%		11/8/2030		314		307			307			0.39
Vertex Service Partners, LLC	(5) (7) (11)	S +	5.50%		10.90%		11/8/2030		274		264			262			0.33
Vertex Service Partners, LLC	(5) (7) (11)	S +	5.50%		10.90%		11/8/2030		—		(2)			(2)			—
											2,715			2,714			3.43
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(5) (8)	S +	6.25%		11.83%		3/2/2028		2,977		2,912			2,969			3.74
Magneto Components Buyco, LLC	(5) (7)	S +	6.00%		11.33%		12/5/2030		2,556		2,494			2,506			3.16
Magneto Components Buyco, LLC	(5) (7) (11)	S +	6.00%		11.33%		12/5/2030		—		(6)			(10)			(0.01)
Magneto Components Buyco, LLC	(5) (7) (11)	S +	6.00%		11.33%		12/5/2029		—		(10)			(8)			(0.01)
											5,390			5,457			6.88
Financial Services
Trintech, Inc.	(5) (6)	S +	6.50%		11.83%		7/25/2029		1,853		1,802			1,826			2.30
Trintech, Inc.	(5) (6) (11)	S +	6.50%		11.83%		7/25/2029		41		37			39			0.05
											1,839			1,865			2.35

8

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)		Maturity Date		Par Amount/ Shares(12)		Cost(4)			Fair Value			Percentage of Net Assets
Health Care Equipment & Supplies
Tidi Legacy Products, Inc.	(5) (6)	S +	5.50%		10.83%		12/19/2029		1,373		$	1,347		$	1,352		1.71	%
Tidi Legacy Products, Inc.	(5) (6) (11)	S +	5.50%		10.83%		12/19/2029		—		(4)			(6)			(0.01)
Tidi Legacy Products, Inc.	(5) (6) (11)	S +	5.50%		10.83%		12/19/2029		—		(5)			(4)			(0.01)
YI, LLC	(5) (6)	S +	5.75%		11.07%		12/3/2029		1,707		1,674			1,685			2.13
YI, LLC	(5) (6) (11)	S +	5.75%		11.07%		12/3/2029		—		(3)			(4)			(0.01)
YI, LLC	(5) (6) (11)	S +	5.75%		11.07%		12/3/2029		5		—			2			—
											3,009			3,025			3.81
Health Care Providers & Services
DCA Investment Holdings, LLC	(5) (7)	S +	6.50%		11.74%		4/3/2028		2,060		2,029			2,021			2.55
Gateway US Holdings, Inc.	(5) (7) (9)	S +	6.00%		11.45%		9/22/2026		1,411		1,388			1,411			1.78
Gateway US Holdings, Inc.	(5) (7) (9)	S +	6.00%		11.45%		9/22/2026		426		419			426			0.54
Gateway US Holdings, Inc.	(5) (7) (9) (11)	S +	6.00%		11.45%		9/22/2026		—		(1)			—			—
iCIMS, Inc.	(5) (7)	S +	7.25% (incl. 3.88% PIK)		12.55%		8/18/2028		917		912			917			1.16
iCIMS, Inc.	(5) (7) (11)	S +	7.25% (incl. 3.88% PIK)		12.55%		8/18/2028		—		(1)			—			—
iCIMS, Inc.	(5) (7) (11)	S +	7.25% (incl. 3.88% PIK)		12.55%		8/18/2028		6		5			6			0.01
PPV Intermediate Holdings, LLC	(5) (7) (11)	S +	5.75%		11.09%		8/31/2029		—		(3)			(2)			—
											4,748			4,779			6.04
Health Care Technology
Hyland Software, Inc.	(5) (7)	S +	6.00%		11.33%		9/19/2030		2,853		2,817			2,835			3.58
Hyland Software, Inc.	(5) (7) (11)	S +	6.00%		11.33%		9/19/2029		—		(2)			(1)			—
											2,815			2,834			3.58
Industrial Conglomerates
Aptean, Inc.	(5) (7)	S +	5.25%		10.57%		1/30/2031		1,374		1,360			1,360			1.72
Aptean, Inc.	(5) (7) (11)	S +	5.25%		10.57%		1/30/2031		12		11			11			0.01
Aptean, Inc.	(5) (7) (11)	S +	5.25%		10.57%		1/30/2031		—		(1)			(1)			—
											1,370			1,370			1.73
Insurance Services
Galway Borrower, LLC	(5) (7)	S +	5.25%		10.67%		9/29/2028		413		406			403			0.51
Galway Borrower, LLC	(5) (7) (11)	S +	5.25%		10.67%		9/29/2028		—		(5)			(15)			(0.02)
Higginbotham Insurance Agency, Inc.	(5) (6) (11)	S +	5.50%		10.93%		11/24/2028		797		784			792			1.00
High Street Buyer, Inc.	(5) (7) (11)	S +	5.25%		10.56%		4/14/2028		—		(10)			(10)			(0.01)
Inszone Mid, LLC	(5) (6)	S +	5.75%		10.98%		11/12/2029		937		919			922			1.16
Inszone Mid, LLC	(5) (6) (11)	S +	5.75%		10.98%		11/12/2029		162		151			146			0.18
Inszone Mid, LLC	(5) (6) (11)	S +	5.75%		10.98%		11/12/2029		—		(2)			(2)			—
Integrity Marketing Acquisition, LLC	(5) (7)	S +	6.00%		11.34%		8/27/2026		562		555			556			0.70

9

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)		Maturity Date		Par Amount/ Shares(12)		Cost(4)			Fair Value			Percentage of Net Assets
Integrity Marketing Acquisition, LLC	(5) (7)	S +	6.00%		11.34%		8/27/2026		3,367		$	3,319		$	3,330		4.20	%
Integrity Marketing Acquisition, LLC	(5) (7) (11)	S +	6.00%		11.34%		8/27/2026		—		(2)			(1)			—
Peter C. Foy & Associates Insurance Services, LLC	(5) (7)	S +	6.00%		11.45%		11/1/2028		597		586			596			0.75
Peter C. Foy & Associates Insurance Services, LLC	(5) (7) (11)	S +	6.00%		11.45%		11/1/2028		—		(5)			(1)			—
RSC Acquisition, Inc.	(5) (7)	S +	5.50%		10.96%		11/1/2029		173		172			172			0.22
RSC Acquisition, Inc.	(5) (7) (11)	S +	5.50%		10.96%		11/1/2029		389		387			387			0.49
World Insurance Associates, LLC	(5) (6)	S +	6.00%		11.32%		4/3/2028		3,491		3,456			3,414			4.31
											10,711			10,689			13.49
Machinery
Chase Intermediate, LLC	(5) (11)	S +	5.25%		10.95%		10/30/2028		—		(6)			(16)			(0.02)
Chase Intermediate, LLC	(5) (11)	S +	5.25%		10.95%		10/30/2028		—		(1)			(1)			—
											(7)			(17)			(0.02)
Multi-Utilities
AWP Group Holdings, Inc.	(5) (6)	S +	5.50%		10.90%		12/24/2029		1,084		1,064			1,073			1.35
AWP Group Holdings, Inc.	(5) (6) (11)	S +	5.50%		10.90%		12/24/2029		28		22			22			0.03
AWP Group Holdings, Inc.	(5) (6) (11)	S +	5.50%		10.90%		12/24/2029		65		61			62			0.08
											1,147			1,157			1.46
Professional Services
Bullhorn, Inc.	(5) (6)	S +	5.50%		10.93%		9/30/2026		1,047		1,041			1,040			1.31
Bullhorn, Inc.	(5) (6)	S +	5.50%		10.93%		9/30/2026		87		86			87			0.11
Bullhorn, Inc.	(5) (6) (11)	S +	5.50%		10.93%		9/30/2026		—		—			—			—
GPS Merger Sub, LLC	(5) (6)	S +	6.00%		11.32%		10/2/2029		1,293		1,269			1,272			1.60
GPS Merger Sub, LLC	(5) (6) (11)	S +	6.00%		11.32%		10/2/2029		—		(3)			(6)			(0.01)
GPS Merger Sub, LLC	(5) (6) (11)	S +	6.00%		11.32%		10/2/2029		—		(5)			(5)			(0.01)
KENG Acquisition, Inc.	(5) (6)	S +	6.25%		11.56%		8/1/2029		289		282			286			0.36
KENG Acquisition, Inc.	(5) (6) (11)	S +	6.25%		11.56%		8/1/2029		36		33			34			0.04
KENG Acquisition, Inc.	(5) (6) (11)	S +	6.25%		11.56%		8/1/2029		9		7			8			0.01
											2,710			2,716			3.43
Real Estate Management & Development
Associations, Inc.	(5) (6)	S +	6.50% (incl. 2.50% PIK)		12.09%		7/2/2027		1,375		1,363			1,364			1.72
MRI Software, LLC	(5) (6)	S +	5.50%		10.90%		2/10/2027		2,122		2,115			2,114			2.67
MRI Software, LLC	(5) (6) (11)	S +	5.50%		10.90%		2/10/2027		—		(1)			(1)			—
MRI Software, LLC	(5) (6) (11)	S +	5.50%		10.90%		2/10/2027		—		(1)			(1)			—
											3,476			3,476			4.39
Software
Coupa Holdings, LLC	(5) (7)	S +	7.50%		12.81%		2/27/2030		1,641		1,611			1,631			2.06
Coupa Holdings, LLC	(5) (7) (11)	S +	7.50%		12.81%		2/27/2030		—		(2)			(1)			—

10

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)		Maturity Date		Par Amount/ Shares(12)		Cost(4)			Fair Value			Percentage of Net Assets
Coupa Holdings, LLC	(5) (7) (11)	S +	7.50%		12.81%		2/27/2029		—		$	(2)		$	(1)		—	%
E-Discovery AcquireCo, LLC	(5) (6)	S +	6.50%		11.84%		8/29/2029		458		447			452			0.57
E-Discovery AcquireCo, LLC	(5) (6) (11)	S +	6.50%		11.84%		8/29/2029		—		(1)			(1)			—
Formstack Acquisition Co	(5) (6)	S +	5.25%		10.57%		3/28/2030		1,875		1,847			1,847			2.33
Formstack Acquisition Co	(5) (6) (11)	S +	5.25%		10.57%		3/28/2030		—		(5)			(5)			(0.01)
Formstack Acquisition Co	(5) (6) (11)	S +	5.25%		10.57%		3/28/2030		—		(6)			(6)			(0.01)
Granicus, Inc.	(5) (7)	S +	5.25%		10.62%		1/17/2031		1,551		1,536			1,536			1.94
Granicus, Inc.	(5) (7) (11)	S +	5.25%		10.62%		1/17/2031		—		(1)			(1)			—
Granicus, Inc.	(5) (7) (11)	S +	5.25%		10.62%		1/17/2031		—		(2)			(2)			—
GS AcquisitionCo, Inc.	(5) (6)	S +	5.00%		10.30%		5/25/2028		1,264		1,258			1,264			1.59
GS AcquisitionCo, Inc.	(5) (6) (11)	S +	5.00%		10.30%		5/25/2028		—		(1)			(1)			—
GS AcquisitionCo, Inc.	(5) (6) (11)	S +	5.00%		10.30%		5/25/2028		—		(1)			—			—
Icefall Parent, Inc.	(5) (6)	S +	6.50%		11.80%		1/25/2030		1,826		1,790			1,790			2.26
Icefall Parent, Inc.	(5) (6) (11)	S +	6.50%		11.80%		1/25/2030		—		(3)			(3)			—
											8,465			8,499			10.73
Wireless Telecommunication Services
Mobile Communications America, Inc.	(5) (6)	S +	6.00%		11.31%		10/16/2029		1,022		1,007			1,012			1.28
Mobile Communications America, Inc.	(5) (6) (11)	S +	6.00%		11.31%		10/16/2029		—		(2)			(3)			—
Mobile Communications America, Inc.	(5) (6) (11)	S +	6.00%		11.31%		10/16/2029		—		(2)			(1)			—
											1,003			1,008			1.28
Total First Lien Debt											$	71,770		$	71,969		90.81	%

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread	Interest Rate(3)	Acquisition Date		Par Amount/ Shares(12)		Cost(4)			Fair Value			Percentage of Net Assets
Common Equity
Reveal Data Solutions	(5) (10)				8/29/2023		12,307		$	16		$	17		0.02	%
Total Common Equity									$	16		$	17		0.02
Total Other Investments									$	16		$	17		0.02	%
Total Portfolio Investments									$	71,786		$	71,986		90.79	%

11

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

(1)	Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of March 31, 2024, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of March 31, 2024, the Company is not an “affiliated person” of any of its portfolio companies.
(2)	Unless otherwise indicated, the Company's investments are pledged as collateral supporting the amounts outstanding under the SMBC Facility (as defined below). See Note 6 "Debt".
(3)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2024. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2024. As of March 31, 2024, the reference rates for our variable rate loans were the 3-month E 3.89%, 1-month S at 5.33%, 3-month S at 5.30%, 6-month S at 5.22% and the P at 8.50%.
(4)	The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)	These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee (the “Valuation Designee”), under the supervision of the Company’s Board of Directors (the “Board of Directors” or “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(6)	Loan includes interest rate floor of 1.00%.
(7)	Loan includes interest rate floor of 0.75%.
(8)	Loan includes interest rate floor of 0.50%.
(9)	The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2024 non-qualifying assets represented 1.90% of total assets as calculated in accordance with regulatory requirements.
(10)	Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities.” As of March 31, 2024, the aggregate fair value of these securities is $17 or 0.02% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(11) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date started. See below for more information on the Company’s unfunded commitments as of March 31, 2024.

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
AWP Group Holdings, Inc.	Delayed Draw Term Loan	08/01/2025	$	559	$	(6)
AWP Group Holdings, Inc.	Revolver	12/24/2029	159		(2)
Aptean, Inc.	Delayed Draw Term Loan	01/30/2026	236		(1)
Aptean, Inc.	Revolver	01/30/2031	128		(1)
Arcoro Holdings Corp.	Revolver	03/28/2030	261		(5)
Avalara, Inc.	Revolver	10/19/2028	109		—
Bradyifs Holdings, LLC	Delayed Draw Term Loan	10/31/2025	139		(2)
Bradyifs Holdings, LLC	Revolver	10/31/2029	142		(2)
Bullhorn, Inc.	Revolver	09/30/2026	54		—
COP Collisionright Parent, LLC	Delayed Draw Term Loan	01/29/2030	431		(4)
COP Collisionright Parent, LLC	Revolver	01/29/2030	108		(2)
Chase Intermediate, LLC	Delayed Draw Term Loan	08/31/2025	700		(16)
Chase Intermediate, LLC	Revolver	10/30/2028	35		(1)
Coupa Holdings, LLC	Delayed Draw Term Loan	08/27/2024	147		(1)
Coupa Holdings, LLC	Revolver	02/27/2029	112		(1)
E-Discovery AcquireCo, LLC	Revolver	08/29/2029	42		(1)

12

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
EVDR Purchaser, Inc.	Delayed Draw Term Loan	10/02/2024	$	588	$	(6)
EVDR Purchaser, Inc.	Revolver	02/14/2031	212		(4)
Formstack Acquisition Co	Delayed Draw Term Loan	03/30/2026	750		(6)
Formstack Acquisition Co	Revolver	03/28/2030	375		(6)
GPS Merger Sub, LLC	Delayed Draw Term Loan	10/02/2025	335		(6)
GPS Merger Sub, LLC	Revolver	10/02/2029	268		(4)
GS AcquisitionCo, Inc.	Delayed Draw Term Loan	03/26/2026	480		(1)
GS AcquisitionCo, Inc.	Revolver	05/25/2028	194		—
Galway Borrower, LLC	Delayed Draw Term Loan	04/28/2024	624		(15)
Gateway US Holdings, Inc.	Revolver	09/22/2026	54		—
Granicus, Inc.	Delayed Draw Term Loan	01/17/2026	232		(1)
Granicus, Inc.	Revolver	01/17/2031	220		(2)
Helios Service Partners, LLC	Delayed Draw Term Loan	02/07/2025	109		(1)
Helios Service Partners, LLC	Revolver	03/19/2027	19		—
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan	03/27/2026	951		(5)
High Street Buyer, Inc.	Delayed Draw Term Loan	03/11/2026	1,039		(10)
Hyland Software, Inc.	Revolver	09/19/2029	136		(1)
Icefall Parent, Inc.	Revolver	01/25/2030	174		(3)
Inszone Mid, LLC	Delayed Draw Term Loan	11/10/2025	777		(13)
Inszone Mid, LLC	Revolver	11/12/2029	117		(2)
Integrity Marketing Acquisition, LLC	Revolver	08/27/2026	63		(1)
Iris Buyer, LLC	Delayed Draw Term Loan	10/02/2030	68		(1)
Iris Buyer, LLC	Revolver	10/02/2029	199		(4)
KENG Acquisition, Inc.	Delayed Draw Term Loan	08/01/2025	183		(2)
KENG Acquisition, Inc.	Revolver	08/01/2029	70		(1)
MRI Software, LLC	Delayed Draw Term Loan	12/19/2025	195		(1)
MRI Software, LLC	Revolver	02/10/2027	176		(1)
Magneto Components Buyco, LLC	Delayed Draw Term Loan	06/05/2025	507		(10)
Magneto Components Buyco, LLC	Revolver	12/05/2029	423		(8)
Mantech International CP	Delayed Draw Term Loan	09/14/2024	290		—
Mantech International CP	Revolver	09/14/2028	227		—
Mobile Communications America, Inc.	Delayed Draw Term Loan	10/16/2025	330		(3)
Mobile Communications America, Inc.	Revolver	10/16/2029	165		(1)
Orion Group Holdco, LLC	Delayed Draw Term Loan	03/19/2027	399		(5)
PDI TA Holdings, Inc.	Delayed Draw Term Loan	02/03/2031	762		(4)
PDI TA Holdings, Inc.	Revolver	02/03/2031	228		(2)
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	08/31/2025	670		(3)
Peter C. Foy & Associates Insurance Services, LLC	Delayed Draw Term Loan	10/19/2024	600		(1)
RSC Acquisition, Inc.	Delayed Draw Term Loan	02/14/2025	29		—

13

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Sonny's Enterprises, LLC	Delayed Draw Term Loan	11/05/2024	$	62	$	—
Sonny's Enterprises, LLC	Revolver	08/05/2027	145		—
Summit Buyer, LLC	Delayed Draw Term Loan	08/25/2025	580		(23)
Summit Buyer, LLC	Revolver	01/14/2027	74		(3)
Superman Holdings, LLC	Delayed Draw Term Loan	05/01/2025	95		(1)
Tank Holding Corp.	Delayed Draw Term Loan	05/22/2024	197		(3)
Tidi Legacy Products, Inc.	Delayed Draw Term Loan	06/19/2025	362		(6)
Tidi Legacy Products, Inc.	Revolver	12/19/2029	261		(4)
Trintech, Inc.	Revolver	07/25/2029	102		(1)
VRC Companies, LLC	Delayed Draw Term Loan	08/15/2025	224		(3)
VRC Companies, LLC	Revolver	06/29/2027	59		—
Vensure Employer Services, Inc.	Delayed Draw Term Loan	03/26/2027	249		(3)
Vertex Service Partners, LLC	Delayed Draw Term Loan	11/08/2025	330		(7)
Vertex Service Partners, LLC	Revolver	11/08/2030	81		(2)
YI, LLC	Delayed Draw Term Loan	12/03/2029	357		(4)
YI, LLC	Revolver	12/03/2029	262		(3)
iCIMS, Inc.	Delayed Draw Term Loan	08/18/2025	178		—
iCIMS, Inc.	Revolver	08/18/2028	78		—
Total First Lien Debt Unfunded Commitments			$	20,296	$	(242)
Total Unfunded Commitments			$	20,296	$	(242)

(12) Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound (“GBP”), or Canadian dollar ("CAD").

The accompanying notes are an integral part of these unaudited consolidated financial statements

14

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
First Lien Debt
Automobile Components
Sonny's Enterprises, LLC	(5) (6)	S +	6.75%		12.28%		8/5/2028		763		$	745		$	763		1.76	%
Sonny's Enterprises, LLC	(5) (6) (11)	S +	6.75%		12.28%		8/5/2028		71		68			71			0.16
Sonny's Enterprises, LLC	(5) (6) (11)	S +	6.75%		12.28%		8/5/2027		—		(3)			—			—
											810			834			1.92
Automobiles
Portfolio Group	(5) (6) (11)	S +	6.00%		11.21%		12/2/2025		306		295			299			0.69
Summit Buyer, LLC	(5) (6) (11)	S +	5.75%		11.20%		1/14/2026		121		110			99			0.23
Summit Buyer, LLC	(5) (11)	P +	4.75%		13.25%		1/14/2026		—		(2)			(2)			—
Turbo Buyer, Inc.	(5) (6)	S +	6.00%		11.36%		12/2/2025		759		748			752			1.73
Turbo Buyer, Inc.	(5) (6)	S +	6.00%		11.36%		12/2/2025		761		750			754			1.74
											1,901			1,902			4.39
Chemicals
Tank Holding Corp.	(5) (7)	S +	5.75%		11.21%		3/31/2028		2,817		2,731			2,711			6.25
Tank Holding Corp.	(5) (7) (11)	S +	5.75%		11.21%		3/31/2028		120		113			113			0.26
											2,844			2,824			6.51
Commercial Services & Supplies
Helios Service Partners, LLC	(5) (6)	S +	6.25%		11.88%		3/19/2027		244		238			242			0.56
Helios Service Partners, LLC	(5) (6) (11)	S +	6.25%		11.88%		3/19/2027		248		240			243			0.56
Helios Service Partners, LLC	(5) (6) (11)	S +	6.00%		11.88%		3/19/2027		27		25			26			0.06
Iris Buyer, LLC	(5) (6)	S +	6.25%		11.60%		10/2/2030		1,396		1,358			1,358			3.13
Iris Buyer, LLC	(5) (6) (11)	S +	6.25%		11.60%		10/2/2030		29		26			26			0.06
Iris Buyer, LLC	(5) (6) (11)	S +	6.25%		11.60%		10/2/2029		—		(5)			(5)			(0.01)
Vensure Employer Services, Inc.	(5) (7) (11)	S +	5.25%		10.63%		4/1/2027		43		40			40			0.09
VRC Companies, LLC	(5) (6)	S +	5.75%		11.12%		6/29/2027		2,433		2,423			2,430			5.60
VRC Companies, LLC	(5) (6)	S +	5.75%		11.12%		6/29/2027		492		490			492			1.13
VRC Companies, LLC	(5) (6) (11)	S +	5.75%		11.12%		6/29/2027		—		—			—			—
											4,835			4,852			11.19
Construction & Engineering
Superman Holdings, LLC	(5) (6)	S +	6.13%		11.47%		8/31/2027		402		393			397			0.92
Superman Holdings, LLC	(5) (6) (11)	S +	6.13%		11.47%		8/31/2027		—		(1)			(1)			—
											392			396			0.91
Containers & Packaging
BP Purchaser, LLC	(5) (7)	S +	5.50%		11.14%		12/11/2028		1,890		1,864			1,837			4.24
Distributors
Avalara, Inc.	(5) (7)	S +	7.25%		12.60%		10/19/2028		1,091		1,084			1,091			2.52
Avalara, Inc.	(5) (7) (11)	S +	7.25%		12.60%		10/19/2028		—		(1)			—			—

15

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Bradyifs Holdings, LLC	(5) (6)	S +	6.00%		11.38%		10/31/2029		1,674		$	1,641		$	1,641		3.78	%
Bradyifs Holdings, LLC	(5) (6) (11)	S +	6.00%		11.38%		10/31/2029		45		43			43			0.10
Bradyifs Holdings, LLC	(5) (6) (11)	S +	6.00%		11.38%		10/31/2029		—		(3)			(3)			(0.01)
											2,764			2,772			6.39
Diversified Consumer Services
Vertex Service Partners, LLC	(5) (7)	S +	5.50%		10.90%		11/8/2030		314		306			306			0.71
Vertex Service Partners, LLC	(5) (7) (11)	S +	5.50%		10.90%		11/8/2030		151		142			142			0.33
Vertex Service Partners, LLC	(5) (7) (11)	S +	5.50%		10.90%		11/8/2030		—		(2)			(2)			—
											446			446			1.03
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(5) (8)	S +	6.25%		11.88%		3/2/2028		2,985		2,916			2,967			6.84
Magneto Components Buyco, LLC	(5)	S +	6.00%		11.36%		12/5/2030		2,556		2,493			2,493			5.75
Magneto Components Buyco, LLC	(5) (11)	S +	6.00%		11.36%		12/5/2030		—		(6)			(6)			(0.01)
Magneto Components Buyco, LLC	(5) (11)	S +	6.00%		11.36%		12/5/2030		—		(11)			(11)			(0.03)
											5,392			5,443			12.55
Financial Services
Trintech, Inc.	(5) (6)	S +	6.50%		11.86%		7/25/2029		1,857		1,804			1,822			4.20
Trintech, Inc.	(5) (6) (11)	S +	6.50%		11.86%		7/25/2029		41		37			38			0.09
											1,841			1,860			4.29
Health Care Equipment & Supplies
Tidi Legacy Products, Inc.	(5) (6)	S +	5.50%		10.86%		12/19/2029		1,377		1,349			1,349			3.11
Tidi Legacy Products, Inc.	(5) (6) (11)	S +	5.50%		10.86%		12/19/2029		—		(4)			(4)			(0.01)
Tidi Legacy Products, Inc.	(5) (6) (11)	S +	5.50%		10.86%		12/19/2029		—		(5)			(5)			(0.01)
YI, LLC	(5) (6)	S +	5.75%		11.09%		12/3/2029		1,711		1,677			1,677			3.87
YI, LLC	(5) (6) (11)	S +	5.75%		11.09%		12/1/2029		—		(3)			(3)			(0.01)
YI, LLC	(5) (6) (11)	S +	5.75%		11.09%		12/3/2029		—		(5)			(5)			(0.01)
											3,009			3,009			6.94
Health Care Providers & Services
DCA Investment Holdings, LLC	(5) (7)	S +	6.50%		11.85%		4/3/2028		2,066		2,033			2,018			4.65
Gateway US Holdings, Inc.	(5) (7) (9)	S +	6.50%		11.85%		9/22/2026		1,414		1,390			1,414			3.26
Gateway US Holdings, Inc.	(5) (7) (9)	S +	6.50%		11.85%		9/22/2026		427		419			427			0.98
Gateway US Holdings, Inc.	(5) (7) (9) (11)	S +	6.50%		11.85%		9/22/2026		—		(1)			—			—
iCIMS, Inc.	(5) (7)	S +	7.25% (incl. 3.38% PIK)		12.62%		8/18/2028		908		902			908			2.09
iCIMS, Inc.	(5) (7) (11)	S +	7.25% (incl. 3.38% PIK)		12.62%		8/18/2028		—		(1)			—			—
iCIMS, Inc.	(5) (7) (11)	S +	7.25% (incl. 3.38%IK)		12.62%		8/18/2028		14		13			14			0.03

16

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
PPV Intermediate Holdings, LLC	(5) (7) (11)	S +	5.75%		11.17%		8/31/2029		—		$	(3)		$	(5)		(0.01)	%
											4,752			4,776			11.01
Health Care Technology
Hyland Software, Inc.	(5) (7)	S +	6.00%		11.36%		9/19/2030		1,905		1,877			1,883			4.34
Hyland Software, Inc.	(5) (7) (11)	S +	6.00%		11.36%		9/19/2029		—		(1)			(1)			—
											1,876			1,882			4.34
Insurance Services
Galway Borrower, LLC	(5) (7)	S +	5.25%		11.10%		9/29/2028		414		407			410			0.95
Galway Borrower, LLC	(5) (7) (11)	S +	5.25%		11.10%		9/29/2028		—		(5)			(6)			(0.01)
Higginbotham Insurance Agency, Inc.	(5) (6) (11)	S +	5.50%		10.96%		11/24/2028		531		525			531			1.22
Inszone Mid, LLC	(5) (6)	S +	5.75%		11.11%		11/12/2029		939		921			921			2.12
Inszone Mid, LLC	(5) (6) (11)	S +	5.75%		11.11%		11/12/2029		77		67			67			0.15
Inszone Mid, LLC	(5) (6) (11)	S +	5.75%		11.11%		11/12/2029		—		(2)			(2)			—
Integrity Marketing Acquisition, LLC	(5) (7)	S +	6.00%		11.39%		8/27/2026		470		463			461			1.06
Integrity Marketing Acquisition, LLC	(5) (7)	S +	6.00%		11.51%		8/27/2026		3,095		3,043			3,035			7.00
Integrity Marketing Acquisition, LLC	(5) (7) (11)	S +	6.00%		11.39%		8/27/2026		—		(3)			(1)			—
Peter C. Foy & Associates Insurance Services, LLC	(5) (7)	S +	6.00%		11.86%		11/1/2028		599		587			595			1.37
Peter C. Foy & Associates Insurance Services, LLC	(5) (7) (11)	S +	6.00%		11.86%		11/1/2028		—		(5)			(3)			(0.01)
RSC Acquisition, Inc.	(5) (7) (11)	S +	6.00%		11.39%		11/1/2029		10		8			8			0.02
World Insurance Associates, LLC	(5) (6)	S +	6.00%		12.10%		4/3/2028		1,194		1,157			1,175			2.71
											7,163			7,191			16.58
Machinery
Chase Intermediate, LLC	(5) (11)	S +	5.25%		11.00%		10/30/2028		—		(6)			(13)			(0.03)
Chase Intermediate, LLC	(5) (11)	S +	5.25%		11.00%		10/30/2028		—		(1)			(1)			—
											(7)			(14)			(0.03)
Multi-Utilities
AWP Group Holdings, Inc.	(5) (6)	S +	5.50%		10.95%		12/24/2029		1,087		1,066			1,070			2.47
AWP Group Holdings, Inc.	(5) (6) (11)	S +	5.50%		10.95%		12/24/2029		28		22			19			0.04
AWP Group Holdings, Inc.	(5) (6) (11)	S +	5.50%		10.95%		12/24/2029		48		44			45			0.10
											1,132			1,134			2.61
Professional Services
Bullhorn, Inc.	(5) (6)	S +	5.50%		10.96%		9/30/2026		1,050		1,043			1,046			2.41
Bullhorn, Inc.	(5) (6)	S +	5.50%		10.96%		9/30/2026		88		87			87			0.20
Bullhorn, Inc.	(5) (6) (11)	S +	5.50%		10.96%		9/30/2026		—		—			—			—
GPS Merger Sub, LLC	(5) (6)	S +	6.00%		11.38%		10/2/2029		1,296		1,271			1,271			2.93
GPS Merger Sub, LLC	(5) (6) (11)	S +	6.00%		11.38%		10/2/2029		—		(3)			(3)			(0.01)
GPS Merger Sub, LLC	(5) (6) (11)	S +	6.00%		11.38%		10/2/2029		—		(5)			(5)			(0.01)
KENG Acquisition, Inc.	(5) (6)	S +	6.25%		11.60%		8/1/2029		289		282			286			0.66

17

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
KENG Acquisition, Inc.	(5) (6) (11)	S +	6.25%		11.60%		8/1/2029		36		$	33		$	33		0.08	%
KENG Acquisition, Inc.	(5) (6) (11)	S +	6.25%		11.60%		8/1/2029		9		7			8			0.02
											2,715			2,723			6.28
Real Estate Management & Development
Associations, Inc.	(5) (6)	S +	6.50% (incl. 2.50% PIK)		12.16%		7/2/2027		1,370		1,357			1,357			3.13
MRI Software, LLC	(5) (6)	S +	5.50%		10.95%		2/10/2027		2,128		2,119			2,116			4.88
MRI Software, LLC	(5) (6) (11)	S +	5.50%		10.95%		2/10/2027		—		(1)			(1)			—
MRI Software, LLC	(5) (6) (11)	S +	5.50%		10.95%		2/10/2027		—		(1)			(1)			—
											3,474			3,471			8.00
Software
Coupa Holdings, LLC	(5) (7)	S +	7.50%		12.86%		2/27/2030		1,641		1,610			1,623			3.74
Coupa Holdings, LLC	(5) (7) (11)	S +	7.50%		12.86%		2/27/2030		—		(1)			(1)			—
Coupa Holdings, LLC	(5) (7) (11)	S +	7.50%		12.86%		2/27/2029		—		(2)			(1)			—
E-Discovery AcquireCo, LLC	(5) (6)	S +	6.50%		11.89%		8/29/2029		458		447			450			1.04
E-Discovery AcquireCo, LLC	(5) (6) (11)	S +	6.50%		11.89%		8/29/2029		—		(1)			(1)			—
GS AcquisitionCo, Inc.	(5) (6)	S +	5.75%		11.00%		5/22/2026		1,116		1,109			1,116			2.57
GS AcquisitionCo, Inc.	(5) (6) (11)	S +	5.75%		11.00%		5/22/2026		—		—			—			—
											3,162			3,186			7.35
Wireless Telecommunication Services
Mobile Communications America, Inc.	(5) (6)	S +	6.00%		11.35%		10/16/2029		1,024		1,009			1,009			2.33
Mobile Communications America, Inc.	(5) (6) (11)	S +	6.00%		11.35%		10/16/2029		—		(2)			(2)			—
Mobile Communications America, Inc.	(5) (6) (11)	S +	6.00%		11.35%		10/16/2029		—		(2)			(2)			—
											1,005			1,005			2.32
Total First Lien Debt											$	51,370		$	51,529		118.82	%

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread	Interest Rate(3)	Acquisition Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Common Equity
Reveal Data Solutions	(5) (10)				8/29/2023		12,307		$	16		$	16		0.04	%
Total Common Equity									16			16			0.04
Total Other Investments									$	16		$	16		0.04	%
Total Portfolio Investments									$	51,386		$	51,545		118.85	%

18

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

(1)	Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2023, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2023, the Company is not an “affiliated person” of any of its portfolio companies.
(2)	Unless otherwise indicated, the Company's investments are pledged as collateral supporting the amounts outstanding under the SMBC Facility (as defined below). See Note 6 "Debt".
(3)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), or SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023. As of December 31, 2023, the reference rates for our variable rate loans were the 1-month S at 5.35%, 3-month S at 5.33%, 6-month S at 5.16% and the P at 8.50%.
(4)	The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)	These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee (the “Valuation Designee”), under the supervision of the Company’s Board of Directors (the “Board of Directors” or “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(6)	Loan includes interest rate floor of 1.00%.
(7)	Loan includes interest rate floor of 0.75%.
(8)	Loan includes interest rate floor of 0.50%.
(9)	The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023 non-qualifying assets represented 2.47% of total assets as calculated in accordance with regulatory requirements.
(10)	Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $16 or 0.04% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(11)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2023.

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
AWP Group Holdings, Inc.	Delayed Draw Term Loan	08/01/2025	$	559	$	(8)
AWP Group Holdings, Inc.	Revolver	12/24/2029	176		(3)
Avalara, Inc.	Revolver	10/19/2028	109		—
Bradyifs Holdings, LLC	Delayed Draw Term Loan	10/31/2025	139		(2)
Bradyifs Holdings, LLC	Revolver	10/31/2029	142		(3)
Bullhorn, Inc.	Revolver	09/30/2026	54		—
Chase Intermediate, LLC	Delayed Draw Term Loan	08/31/2025	700		(13)
Chase Intermediate, LLC	Revolver	10/30/2028	35		(1)
Coupa Holdings, LLC	Delayed Draw Term Loan	08/27/2024	147		(2)
Coupa Holdings, LLC	Revolver	02/27/2029	112		(1)
E-Discovery AcquireCo, LLC	Revolver	08/29/2029	42		(1)
GPS Merger Sub, LLC	Delayed Draw Term Loan	10/02/2025	335		(3)
GPS Merger Sub, LLC	Revolver	10/02/2029	268		(5)

19

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
GS AcquisitionCo, Inc.	Revolver	05/22/2026	$	75	$	—
Galway Borrower, LLC	Delayed Draw Term Loan	04/28/2024	624		(7)
Gateway US Holdings, Inc.	Revolver	09/22/2026	54		—
Helios Service Partners, LLC	Delayed Draw Term Loan	07/02/2025	211		(2)
Helios Service Partners, LLC	Revolver	03/19/2027	19		—
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan	08/23/2025	267		—
Hyland Software, Inc.	Revolver	09/19/2029	90		(1)
Inszone Mid, LLC	Delayed Draw Term Loan	10/11/2025	863		(9)
Inszone Mid, LLC	Revolver	12/11/2029	117		(2)
Integrity Marketing Acquisition, LLC	Revolver	08/27/2026	63		(1)
Iris Buyer, LLC	Delayed Draw Term Loan	02/10/2030	171		(3)
Iris Buyer, LLC	Revolver	02/10/2029	199		(5)
KENG Acquisition, Inc.	Delayed Draw Term Loan	01/08/2025	183		(2)
KENG Acquisition, Inc.	Revolver	01/08/2029	70		(1)
MRI Software, LLC	Delayed Draw Term Loan	12/19/2025	195		(1)
MRI Software, LLC	Revolver	10/02/2027	176		(1)
Magneto Components Buyco, LLC	Delayed Draw Term Loan	05/06/2025	507		(6)
Magneto Components Buyco, LLC	Revolver	05/12/2029	423		(11)
Mobile Communications America, Inc.	Delayed Draw Term Loan	10/16/2025	330		(2)
Mobile Communications America, Inc.	Revolver	10/16/2029	165		(2)
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	08/31/2025	670		(6)
Peter C. Foy & Associates Insurance Services, LLC	Delayed Draw Term Loan	10/19/2024	600		(3)
Portfolio Group	Delayed Draw Term Loan	05/01/2024	465		(4)
RSC Acquisition, Inc.	Delayed Draw Term Loan	02/14/2025	43		—
Sonny's Enterprises, LLC	Delayed Draw Term Loan	05/11/2024	96		—
Sonny's Enterprises, LLC	Revolver	05/08/2027	145		—
Summit Buyer, LLC	Delayed Draw Term Loan	08/25/2025	788		(19)
Summit Buyer, LLC	Revolver	01/14/2026	91		(2)
Superman Holdings, LLC	Delayed Draw Term Loan	01/05/2025	95		(1)
Tank Holding Corp.	Delayed Draw Term Loan	05/22/2024	237		(5)
Tidi Legacy Products, Inc.	Delayed Draw Term Loan	06/19/2025	362		(4)
Tidi Legacy Products, Inc.	Revolver	12/19/2029	261		(5)
Trintech, Inc.	Revolver	07/25/2029	102		(2)
VRC Companies, LLC	Revolver	06/29/2027	59		—
Vensure Employer Services, Inc.	Delayed Draw Term Loan	06/15/2025	307		(3)
Vertex Service Partners, LLC	Delayed Draw Term Loan	08/11/2025	454		(7)
Vertex Service Partners, LLC	Revolver	08/11/2030	81		(2)
YI, LLC	Delayed Draw Term Loan	06/06/2025	357		(4)
YI, LLC	Revolver	03/12/2029	267		(5)

20

North Haven Private Income Fund A LLC

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
iCIMS, Inc.	Delayed Draw Term Loan	08/18/2025	$	188	$	—
iCIMS, Inc.	Revolver	08/18/2028	70		—
Total First Lien Debt Unfunded Commitments			$	13,358	$	(170)
Total Unfunded Commitments			$	13,358	$	(170)

The accompanying notes are an integral part of these unaudited consolidated financial statements

21

North Haven Private Income Fund A LLC

Notes to the Consolidated Financial Statements (Unaudited)

March 31, 2024

(In thousands, except unit and per unit amounts)

(1)        ORGANIZATION

North Haven Private Income Fund A LLC (the “Company”) is a non-diversified, externally managed specialty finance company focused on lending to middle market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for US federal income tax purposes, the Company intends to elect to be treated, and to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is not a subsidiary of, or consolidated with, Morgan Stanley.

The Company was formed as a Delaware limited liability company on November 30, 2022 with the name “PIF 2 LLC.” The Company changed its name to “North Haven Private Income Fund A LLC” on January 9, 2023. The Company commenced operations on July 17, 2023. The Company has delegated the right to manage the assets of the Company to MS Capital Partners Adviser Inc., as the investment adviser to the Company (the “Adviser” or “Investment Adviser”). The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.

The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company.

The Company is conducting a continuous private offering of its units in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company has offered and intends to offer one class of units, Class I Units (the “Units”) in its continuous private offering.

The Company has formed wholly owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company. As of March 31, 2024, the Company’s wholly owned subsidiaries were formed as Delaware limited liability companies and included: Broadway Funding Holdings II LLC (“Broadway”), PIF A CA SPV LLC (“CA SPV”), PIF A Financing SPV LLC (“Financing SPV”) and PIF A Equity Holdings LLC (“Equity Holdings,” and collectively with Broadway, CA SPV, Financing SPV and Equity Holdings, the “subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements from the date of the respective subsidiary’s formation.

(2)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments and reclassifications, consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that the Company may ultimately achieve for the year ending December 31, 2024.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the

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Company consolidated the accounts of the Company’s wholly owned subsidiaries in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

Cash

Cash is carried at cost, which approximates fair value. The Company deposits its cash with multiple financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Investments

Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Financial Condition consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

The Company’s Board of Directors (the “Board of Directors” or “Board”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”) issued by the FASB. The Board of Directors has delegated to the Investment Adviser as the valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant). Refer to Note 5 “Fair Value Measurements” for the Company's framework for determining fair value, fair value hierarchies, and the composition of the Company's portfolio.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

PIK Income

The Company has debt investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to unitholders in the form of distributions in order for the Company to qualify as a RIC, even though the Company has not yet collected cash.

Dividend Income

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies. Dividend income is presented net of withholding tax, if any.

Other Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.

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Non-Accrual Investments

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

As of March 31, 2024 and December 31, 2023, the Company had no investments on non-accrual status.

Organization and Offering Costs

Costs associated with the organization of the Company are expensed as incurred. These costs consist primarily of legal fees and other costs of organizing the Company. Costs associated with the offering of units are capitalized as “deferred offering costs” on the Consolidated Statements of Financial Condition and amortized over a twelve-month period from incurrence of such offering of Units. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Units.

Deferred Financing Costs

The Company records upfront fees, legal and other direct costs incurred in connection with the Company’s issuance of revolving credit facilities (the “Deferred Financing Costs”). These costs are deferred and amortized over the life of the related revolving credit facilities using the straight-line method. Deferred Financing Costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition. The amortization of such Deferred Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.

Income Taxes

The Company intends to elect to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its unitholders as distributions.

In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its unitholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a distribution declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the three months ended March 31, 2024 and 2023, the Company did not accrue any U.S. federal excise tax.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.

New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

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(3)RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On January 31, 2023, the Company entered into the Investment Advisory Agreement. The Investment Advisory Agreement has an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors or the Company’s unitholders, including, in each case, a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”).

The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee are ultimately be borne by the unitholders.

Base Management Fee

The base management fee is calculated at an annual rate of 1.25% of the Company’s average net asset value at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any subsequent month prior to the termination of the Investment Advisory Agreement and any such recoupment would be subject to any applicable expense waiver. Base management fees for any partial month are prorated based on the number of days in the month. The base management fee is payable quarterly in arrears, any base management fees waived are not subject to recoupment by the Adviser. The Investment Adviser has agreed to irrevocably waive its base management fee through June 30, 2024.

For the three months ended March 31, 2024 and 2023, base management fees were $201 and $0 and the Investment Adviser irrevocably agreed to waive $201 and $0, respectively. As of March 31, 2024 and December 31, 2023, $0 and $0 was payable to the Investment Adviser relating to base management fees.

Incentive Fee

The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains.

i.     Incentive Fee based on Income

Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement (as defined below) and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee and any servicing fees and/or distribution fees paid to broker dealers. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.

Pursuant to the Investment Advisory Agreement, the Company pays the Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income as follows:

•No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income does not exceed a hurdle rate of 1.25% (5% annualized);

•100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.4286% in any quarter (5.7143% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 12.5% of pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.4286% in any calendar quarter; and

•12.5% of the pre-incentive fee net investment income, if any, that exceeds 1.4286% in any calendar quarter (5.7143% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all pre-incentive fee net investment income is paid to the Investment Adviser.

The Investment Adviser has agreed to irrevocably waive its incentive fee based on net investment income through June 30, 2024.

For the three months ended March 31, 2024 and 2023, income-based incentive fees were $185, and $0, and the Investment Adviser irrevocably agreed to waive $185, and $0, respectively. Any income-based incentive fees waived are not subject to recoupment by the Adviser.

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ii.    Incentive Fee based on Capital Gains

The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 12.5% of the realized capital gains, if any, on a cumulative basis from the date of the Company’s election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”).

Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee equal to 12.5% of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.

For the three months ended March 31, 2024 and 2023, capital gains incentive fees accrued to the Investment Adviser were $5 and $0, respectively.

The Investment Advisory Agreement does not include unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

Administration Agreement

MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to the administration agreement between the Company and the Administrator dated January 31, 2023 (the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company for its costs and expenses and the Company’s allocable portion of overhead costs incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the cost of its Chief Financial Officer and Chief Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement has an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors.

For the three months ended March 31, 2024 and 2023, the Company incurred $41 and $0 of expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations. Amounts unpaid and included in the payable to affiliates on the Consolidated Statements of Financial Condition as of March 31, 2024 and December 31, 2023 was $61 and $27, respectively.

Placement Agent Agreements

On January 31, 2023, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assist in the placement of Units in the Company’s private offering. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement, which payments are made by the Investment Adviser and, to the extent the Paying Agent receives any payments, the Paying Agent.

On August 14, 2023, the Company entered into a placement agency agreement (the “MSDI Agreement”) with Morgan Stanley Distribution Inc. (“MSDI”). Under the terms of the MSDI Agreement, MSDI assists in the placement of Units in the Company’s private offering.

Expense Support and Conditional Reimbursement Agreement

On January 31, 2023, the Company entered into an Expense Support and Conditional Reimbursement Agreement with the Investment Adviser (the “Expense Support Agreement”). The Investment Adviser may elect to pay the Company’s expenses on its behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any of the Company’s interest expense. The Expense Support Agreement may require the Company to repay the Investment Adviser for previously waived reimbursement of expense payments under certain circumstances. The previously waived expenses are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of the relevant waiver.

For the three months ended March 31, 2024 and 2023, there were $245 and $0 Expense Payments under the Expense Support Agreement, which were recorded in expense support on the Consolidated Statements of Operations.

MS Credit Partners Holdings, Inc. Investment

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MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements to purchase Units up to an aggregate amount of $25,000 or such amount so that the Company is not considered to be “controlled” by Morgan Stanley or its affiliates for purposes of the Bank Holding Company Act of 1956, as amended from time to time. MS Credit Partners Holdings has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.

(4) INVESTMENTS

The composition of the Company’s investment portfolio was as follows:

	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	71,770	$	71,969	100.0	%	$	51,370	$	51,529	100.0	%
Other Investments(1)	16		17		—	%	16		16		—	%
Total	$	71,786	$	71,986	100.0	%	$	51,386	$	51,545	100.0	%

(1) Amount rounds to less then 0.0% for Other Investments.

The industry composition of investments at fair value was as follows:

	March 31, 2024		December 31, 2023
Aerospace & Defense	2.7	%	—	%
Automobile Components	1.2		1.6
Automobiles	4.0		3.7
Chemicals	4.1		5.5
Commercial Services & Supplies	7.1		9.4
Construction & Engineering	2.9		0.8
Consumer Staples Distribution & Retail	2.8		—
Containers & Packaging	2.5		3.6
Distributors	3.9		5.4
Diversified Consumer Services	3.8		0.9
Electronic Equipment, Instruments & Components	7.6		10.6
Financial Services	2.6		3.6
Health Care Equipment & Supplies	4.2		5.8
Health Care Providers & Services	6.6		9.3
Health Care Technology	3.9		3.6
Industrial Conglomerates	1.9		—
Insurance Services	14.8		13.9
Machinery(1)	—		—
Multi-Utilities	1.6		2.2
Professional Services	3.8		5.3
Real Estate Management & Development	4.8		6.7
Software	11.8		6.2
Wireless Telecommunication Services	1.4		1.9
Total	100.0	%	100.0	%

(1) Amount rounds to less then 0.0%. for Machinery

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The geographic composition of investments at cost and fair value was as follows:

	March 31, 2024						December 31, 2023
Geographic	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
Canada	$	1,806	$	1,837	2.6	%	$	1,808	$	1,841	3.6	%
United States	69,980		70,149		97.4		49,578		49,704		96.4
Total	$	71,786	$	71,986	100.0	%	$	51,386	$	51,545	100.0	%

(5) FAIR VALUE MEASUREMENTS

ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers' quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.

Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors, undertakes a multi-step valuation process each quarter, as described below:

1)each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;

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2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management;

3)the Board of Directors or Valuation Designee engages independent third-party valuation firms to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment is reviewed by an independent valuation firm at least once on a rolling twelve month basis) including review of management’s preliminary valuation and conclusion of fair value;

4)the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and provides the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and

5)the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firms.

The fair value is generally determined based on the assessment of the following factors, as relevant:

•the nature and realizable value of any collateral;

•call features, put features and other relevant terms of debt;

•the portfolio company’s leverage and ability to make payments;

•the portfolio company’s public or “private letter” credit ratings;

•the portfolio company’s actual and expected earnings and discounted cash flow;

•prevailing interest rates for like securities and expected volatility in future interest rates;

•the markets in which the issuer does business and recent economic and/or market events; and

•comparisons to publicly traded securities.

Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.

The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.

The following tables present the fair value hierarchy of the investments as of:

	March 31, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	2,920	$	69,049	$	71,969	$	—	$	1,900	$	49,629	$	51,529
Other Investments	—		—		17		17		—		—		16		16
Total	$	—	$	2,920	$	69,066	$	71,986	$	—	$	1,900	$	49,645	$	51,545

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, 2024:

	First Lien Debt		Second Lien Debt		Other Investments		Total Investments
Fair value, beginning of period	$	49,629	$	—	$	16	$	49,645
Purchases of investments	20,690		—		—		20,690
Proceeds from principal repayments and sales of investments	(395)		—		—		(395)
Accretion of discount/amortization of premium	59		—		—		59
Payment-in-kind	9		—		—		9
Net change in unrealized appreciation (depreciation)	(19)		—		1		(18)
Transfers into/out of Level 3 (1)	(924)		—		—		(924)
Fair value, end of period	$	69,049	$	—	$	17	$	69,066
Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2024	$	(19)	$	—	$	1	$	(18)

(1) Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.

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The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.

	March 31, 2024
	Fair Value		Valuation Technique	Significant Unobservable Input	Range				Weighted Average(1)
					Low		High
Investments in first lien debt	$	69,049	Yield Analysis	Discount Rate	9.84	%	12.36	%	11.01	%
Common equity	17		Market Approach	Revenue Multiple	7.60x		7.60x		7.60x
Total Investments	$	69,066

(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.

	December 31, 2023
	Fair Value		Valuation Technique	Significant Unobservable Input	Range				Weighted Average(1)
					Low		High
Investments in first lien debt	$	49,629	Yield Analysis	Discount Rate	9.72	%	12.03	%	10.97	%
Common equity	16		Market Approach	Revenue Multiple	7.60x		7.60x		7.60x
Total Investments	$	49,645

(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.

The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

Financial instruments disclosed but not carried at fair value

The Company’s debt, including its credit facility, is presented at carrying value on the Consolidated Statements of Financial Condition. The fair value of the Company’s credit facility is estimated in accordance with the Company’s valuation policy. The carrying value and fair value of the Company’s debt were as follows:

		March 31, 2024				December 31, 2023
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
SMBC Facility	3	$	—	$	—	$	11,000	$	11,000
Total		$	—	$	—	$	11,000	$	11,000

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.

(6)DEBT

The Company’s outstanding debt obligations were as follows:

	March 31, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
SMBC Facility	$	100,000	$	—	$	100,000	$	100,000	$	11,000	$	89,000
Total	$	100,000	$	—	$	100,000	$	100,000	$	11,000	$	89,000

The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended March 31, 2024 was 8.13%. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2024 was $157.

SMBC Facility

On July 19, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “SMBC Facility”) with the Company, as a borrower, Sumitomo Mitsui Banking

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Corporation (“SMBC”), as administrative agent, lead arranger, and sole bookrunner, and the lender from time to time party thereto. Pursuant to the SMBC Facility, the lender has agreed to extend credit to the Company in an aggregate principal amount of up to $100,000, subject to availability under a borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the SMBC Facility may be increased to $500,000 through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The availability period of the SMBC Facility will terminate on July 19, 2027 and will mature on July 19, 2028.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the SMBC Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the greater of (a) zero and (b) the highest of (i) the prime rate as publicly announced by The Wall Street Journal, (ii) the sum of the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus 0.5%, and (iii) the rate per annum equal to 1% plus (x) the greater of (A) Term SOFR and (B) zero) plus 1.125%, based on certain borrowing base conditions and (y) for loans for which the Company elects the SOFR option, Term SOFR for such interest period, plus 2.125%, depending on certain borrowing base conditions. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the SMBC Facility.

The summary information of the SMBC Facility is as follows:

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	3		$	—
Facility unused commitment fees	95			—
Amortization of deferred financing costs	101			—
Total	$	199		$	—
Weighted average interest rate	8.13		%	—		%
Weighted average outstanding balance	$	157		$	—

(7)COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise, and accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of March 31, 2024 and December 31, 2023, the Company had $20,296 and $13,358 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.

Warehouse Transaction

On April 10, 2023 and July 6, 2023, the Company entered into, and subsequently amended, a facility agreement with an unaffiliated third party to acquire its initial portfolio investments by purchasing certain investments owned and held by such third party concurrently with the initial closing of its private offering. On July 17, 2023, the Company satisfied the conditions set forth in the facility agreement and purchased an initial portfolio of $17,838 of gross commitments that consisted primarily of directly originated senior secured term loans issued by U.S. middle-market companies backed by private equity sponsors.

(8)MEMBERS’ CAPITAL

The following table shows the components of net distributable earnings (accumulated losses) as shown on the Consolidated Statements of Financial Condition:

	As of
	March 31, 2024		December 31, 2023
Net distributable earnings, beginning of period	$	354	$	(194)
Net investment income (loss)	1,717		1,527
Net unrealized appreciation (depreciation)	41		159
Distributions declared	(1,672)		(1,340)
Tax reclassification of unitholders' equity	—		202
Net distributable earnings, end of period	$	440	$	354

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The following table summarizes the total Units issued and proceeds received from the closings of the Company’s continuous private offering that occurred for the three months ended March 31, 2024:

Unit Issuance Date	Class I Units Issued	Proceeds Received
January 01, 2024	918,507	$	18,462
February 01, 2024	366,271	7,373
March 01, 2024	487,396	9,826
Total	1,772,174	$	35,661

The Company did not hold a closing of the continuous private offering for the three months ended March 31, 2023.

The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2024:

Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
January 29, 2024	January 31, 2024	February 05, 2024	$	0.1591	$	490
February 27, 2024	February 29, 2024	March 05, 2024	0.1593		551
March 25, 2024	March 31, 2024	April 04, 2024	0.1596		631
Total Distributions			$	0.4780	$	1,672

The Board of Directors did not declare a distribution for the three months ended March 31, 2023.

The Company adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless unitholders elect to “opt out” of the DRIP, unitholders will have their cash dividends or distributions automatically reinvested in additional units of same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.

The following table summarizes the amounts received and Units issued to unitholders who have participated in the DRIP during for the three months ended March 31, 2024:

Payment Date	DRIP Units Issued	DRIP Units Value
January 29, 2024	4,483	$	90
February 27, 2024	9,919	200
March 26, 2024	11,682	235
Total	26,084	$	525

Unit Repurchase Program

At the discretion of the Board of Directors, the Company may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of Units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. Units purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be unissued Units.

In the event the amount of Units tendered exceeds the repurchase offer amount, Units will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the unit repurchase plan, as applicable.

The following table further summarizes the unit repurchases completed for the three months ended March 31, 2024:

Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)		Price Paid Per Unit		Repurchase Pricing Date	Amount Repurchased		Number of Units Repurchased	Percentage of Outstanding Units Repurchased(1)		Maximum number of units that may yet be purchased under the repurchase program(2)
March 05, 2024	5.00	%	$	20.13	March 31, 2024	$	351	17,435	0.44	%	—
Total						$	351	17,435

(1)    Percentage is based on total units as of the close of the previous calendar quarter.

(2)    All repurchase requests were satisfied in full.

(9)EARNINGS (LOSS) PER UNIT

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The following table sets forth the computation of basic and diluted earnings per Unit:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Net increase (decrease) in Members' Capital from operations	$	1,758	$	(136)
Weighted average Units outstanding	3,497,628		—
Basic and diluted earnings (loss) per Unit	$	0.50	$	—

(10)CONSOLIDATED FINANCIAL HIGHLIGHTS

The following are the financial highlights:

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Per Unit Data:(1)
Net asset value, beginning of period	$	20.10		$	—
Net investment income (loss)	0.49			—
Net unrealized and realized gain (loss)(2)	0.02			—
Net increase (decrease) in net assets resulting from operations	0.51			—
Distributions declared	(0.48)			—
Total increase (decrease) in net assets	0.03			—
Net asset value, end of period	$	20.13		$	—
Units outstanding, end of period	3,938,696			—
Weighted average units outstanding(3)	3,497,628			—
Total return based on net asset value(4)	2.55		%	—		%
Ratio/Supplemental Data:
Members' Capital, end of period	$	79,289		$	(168)
Ratio of expenses before waivers to average Members' Capital(5)	4.23		%	—		%
Ratio of net expenses to average Members’ Capital(5)	1.43		%	—		%
Ratio of net investment income to average Members’ Capital(5)	9.87		%	—		%
Asset coverage ratio(6)(7)	—		%	—		%
Portfolio turnover rate	0.65		%	—		%

(1)    The per unit data was derived by using the weighted average units outstanding during the period, except otherwise noted.

(2)    The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)    Weighted average units outstanding was calculated for the period from July 17, 2023, the date of first external issuance of units through March 31, 2024.

(4)    Total return (not annualized) is calculated assuming a purchase of units at the opening of the first day of the period and a sale on the closing of the last business day of the period. Distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.

(5)    Amounts are annualized except for incentive fees, organization and offering costs, and expense support relating to organization and offering costs.

(6)    No debt outstanding as of March 31, 2024.

(7)    Effective January 31, 2023, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to January 31, 2023, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing.

(11)SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.

April Issuances and Distribution Declarations

Pursuant to the Company’s continuous private offering, the Company issued approximately 583,000 Units for an aggregate offering price of $11.7 million effective April 1, 2024.

On April 25, 2024, the Company declared a distribution to unitholders of record in the amount of $0.1594 per unit and payable on May 3, 2024 to unitholders of record as of April 30, 2024.

May Issuances

Pursuant to the Company’s continuous private offering, the Company held a close relating to the sale of the Company’s Units for an aggregate offering price of $10.6 million effective May 1, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per unit amounts, unless otherwise indicated)

In this Quarterly Report on Form 10-Q, or this “Report,” except where context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to North Haven Private Income Fund A LLC and its consolidated subsidiaries. This Report, including the documents we incorporate by reference into this Report, contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. For the avoidance of doubt, we are not a subsidiary of, or consolidated with, Morgan Stanley. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential”, “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

•our future operating results;

•our business prospects and the prospects of our portfolio companies;

•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of global health events;

•uncertainty and changes in the general interest rate environment;

•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

•the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;

•the impact of interruptions in the supply chain on our portfolio companies;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with MS Capital Partners Adviser Inc., our investment adviser (the “Adviser” or “Investment Adviser”), and its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives;

•the use of borrowed money to finance a portion of our investments;

•the adequacy of our financing sources and working capital;

•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;

•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;

•our ability to qualify and maintain our qualification as a BDC and as a regulated investment company (“RIC”), under the Internal Revenue Code of 1986, as amended (the “Code”);

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars, could adversely affect the results of our investments in foreign companies;

•the effect of changes in tax laws and regulations and interpretations thereof; and

•the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and elsewhere in this Report.

The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, and Part II, Item 1A of and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.

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OVERVIEW

We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, we intend to elect to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are a private, perpetual-life BDC, which is a BDC whose units are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration whose units are intended to be sold by us monthly on a continuous basis at a price generally equal to our monthly net asset value per Unit. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We are externally managed by the Adviser, an indirect wholly owned subsidiary of Morgan Stanley. We are not a subsidiary of, or consolidated with, Morgan Stanley.

Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For the purposes of this report, “middle-market companies” refers to companies that, in general, generate annual earnings before interest, tax, depreciation, and amortization (“EBITDA”) in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.

We invest primarily in directly originated senior secured term loans, including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts (“LBOs”), acquisitions, debt refinancings recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (such as the Secured Overnight Financing Rate or SOFR). We also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than our private credit investments, for cash management purposes, including to manage payment obligations under our unit repurchase program. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.

We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity investments and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Pursuant to the exemptive relief granted by the SEC to our Adviser (as amended, the “Order”), we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our investment objective and strategies.

We have applied for a new exemptive relief order which, if granted, would supersede the Order and would permit us greater flexibility with respect to negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the application). There can be no assurance that we will obtain such new exemptive relief from the SEC.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions of income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding

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balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to the investment advisory agreement between us and our Investment Adviser (the “Investment Advisory Agreement”); (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the administration agreement (the “Administration Agreement”) between us and MS Private Credit Administrative Services LLC (the “Administrator”); and (iii) other operating expenses as detailed below:

•initial organization costs and offering costs incurred;

•costs associated with any private offerings of our common units (the “Units”) and any other securities offerings;

•the cost of effecting any sales and repurchases of our Units and other securities;

•calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);

•out of pocket expenses, including travel, entertainment, lodging, and meal expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies (including, without limitation, any reverse termination fees and any liquidated damage and any costs related to broken deals) and monitoring actual portfolio companies and, if necessary, enforcing our rights;

•base management fee and any incentive fees payable under the Investment Advisory Agreement;

•certain costs and expenses relating to distributions paid by us;

•administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;

•arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements;

•the allocated costs incurred by the Investment Adviser in providing managerial assistance to those portfolio companies that request it;

•amounts payable to third parties relating to, or associated with, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments;

•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;

•dues and expenses incurred in connection with membership industry or trade organizations;

•fees and expenses payable under any dealer manager agreements;

•escrow agent, distribution agent, transfer agent and custodial fees and expenses;

•costs of derivatives and hedging;

•commissions and other compensation payable to brokers or dealers;

•any fees payable to rating agencies;

•federal and state registration fees;

•U.S. federal, state and local taxes, including any excise taxes;

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

•Independent Director fees and expenses;

•costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of 1940 Act compliance, Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration fees, and the compensation of professionals responsible for the preparation or review of the foregoing;

•the costs of any reports, proxy statements or other notices to our unitholders (including printing and mailing costs), the costs of any unitholders’ meetings, and costs and expenses of preparation for the foregoing and related matters;

•the costs of specialty and custom software for monitoring risk, compliance and overall investments;

•fees and expenses associated with marketing efforts;

•any fidelity bond required by applicable law;

•any necessary insurance premiums;

•any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company),

•direct fees and expenses associated with independent audits, agency, consulting and legal costs;

•cost of winding up; and

•all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement based upon our allocable portion of the compensation paid to our Chief

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Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.

We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio is presented below:

	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	71,770	$	71,969	100.0	%	$	51,370	$	51,529	100.0	%
Other Investments(1)	16		17		—	%	16		16		—	%
Total	$	71,786	$	71,986	100.0	%	$	51,386	$	51,545	100.0	%

(1)    Amount rounds to less than 0.0%.

Our debt portfolio displayed the following characteristics of each of our investments unless otherwise noted:

	As of
	March 31, 2024			December 31, 2023
Number of portfolio companies	51			41
Percentage of debt investments bearing a floating rate, at fair value	100.0		%	100.0		%
Percentage of debt investments bearing a fixed rate, at fair value	—		%	—		%
Weighted average yield on debt and income producing investments, at cost(2)	11.9		%	12.3		%
Weighted average yield on debt and income producing investments, at fair value(2)	11.9		%	12.2		%
Weighted average 12-month EBITDA(1)(3)	$	200.4		$	207.0
Weighted average net leverage through tranche(1)(3)(4)	6.0x			6.0x
Weighted average loan to value(1)(3)(5)	43.7		%	45.2		%
Percentage of our debt portfolio subject to business cycle volatility(1)(3)	1.1		%	1.6		%
Percentage of our total portfolio on non-accrual, at cost	—		%	—		%

(1)    Calculated as a percentage of gross debt commitments (funded and unfunded). Weighted average EBITDA, net leverage through the tranche that the Company is a lender and loan to value exclude recurring revenue investments, which are investments in portfolio companies in which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA.

(2)    Computed as (a) the annual stated spread, plus applicable reference rate, as applicable, plus the annual accretion of discounts, as applicable, on accruing debt securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

(3)    Amounts were derived from investment due diligence information provided by the portfolio company. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.

(4)    Net leverage is the ratio of total debt minus cash divided by EBITDA and taking into account leverage through the tranche that the Company is a lender, excluding recurring revenue investments.

(5)    Calculated using total outstanding debt through the tranche that the Company is a lender divided by total enterprise value from the private equity sponsor or market comparables.

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Investment Activity

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):

	As of and For the Three Months Ended
	March 31, 2024
New investments committed
Gross Principal Balance(1)	$	30,064
Net New Investments Committed	$	30,064
Investments, at cost
Investments, beginning of period	$	51,386
New investments purchased	20,730
Net accretion of discount on investments	64
Payment-in-kind	9
Investments sold or repaid	(403)
Investments, end of period	$	71,786
Principal amount of investments funded
First lien debt	$	21,037
Total	$	21,037
Number of new investment commitments in portfolio companies	10
Number of investment commitments exited or fully repaid	—

(1)    Includes new investment commitments, excluding sale/repayments and including unfunded investment commitments.

Investment Performance Rating

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:

Risk Rating 1 — In the opinion of our Investment Adviser, investments in Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 1 investments performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.

Risk Rating 2 — In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Risk Rating 2.

Risk Rating 3 — In the opinion of our Investment Adviser, investments in Risk Rating 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.

Risk Rating 4 — In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.

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The distribution of our portfolio on the Investment Adviser’s Internal Risk Rating System is as follows:

	March 31, 2024				December 31, 2023
	Fair Value		% of Total		Fair Value		% of Total
Risk rating 1	$	—	—	%	$	—	—	%
Risk rating 2	71,986		100.0		51,545		100.0
Risk rating 3	—		—		—		—
Risk rating 4	—		—		—		—
	$	71,986	100.0	%	$	51,545	100.0	%

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Total investment income	$	1,992	$	—
Less: Net expenses	275		136
Net investment income (loss)	1,717		(136)
Net change in unrealized appreciation (depreciation)	41		—
Net increase (decrease) in Members' Capital resulting from operations	$	1,758	$	(136)

Investment Income

Investment income was as follows:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Investment income:
Interest income	$	1,933	$	—
Payment-in-kind	15		—
Other income	44		—
Total Investment Income	$	1,992	$	—

Total investment income is $1,992 for the three months ended March 31, 2024, primarily driven by our deployment of capital and invested balance of investments. Weighted average asset yield of debt investments at cost is 11.9% as of March 31, 2024. As of such date, all our debt investments were income-producing. No investments were on non-accrual status as of March 31, 2024.

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Expenses

Expenses were as follows:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Expenses:
Interest and other financing expenses	$	199	$	—
Management fees	201		—
Income based incentive fees	185		—
Capital gains incentive fees	5		—
Professional fees	184		—
Directors' fees	26		—
Administrative service fees	41		—
Offering costs	25		136
General and other expenses	40		—
Total expenses	$	906	$	136
Income based incentive fee waiver (Note 3)	(185)		—
Expense support (Note 3)	(245)		—
Management fees waiver (Note 3)	(201)		—
Net expenses	$	275	$	136

In the table above:

•For the three months ended March 31, 2024, interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, was $199 . Average borrowings outstanding were $157 and the combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding was 8.13%.

•For the three months ended March 31, 2024, management fees net of waiver was $0. The Adviser has agreed to irrevocably waive the base management fee through June 30, 2024 and such waiver is not subject to recapture.

•For the three months ended March 31, 2024, there was no income-based incentive fees accrued. The Adviser has agreed to irrevocably waive the income-based incentive fee through June 30, 2024 and such waiver is not subject to recapture.

•Administrative service fees represents fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us.

•Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company which include costs of a financial printer utilized for certain preparation, printing and distribution services related to the offering materials.

Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Realized and unrealized gain (loss):
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	$	41	$	—
Net realized and unrealized gain (loss)	$	41	$	—

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Units, net borrowings from our credit facility, and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of any closing of our continuous private offering of our Units. Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our unit repurchase program and payment of cash distributions to our unitholders. Details of our credit facilities are described in “—Debt” below. We may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

As of March 31, 2024, we had approximately $21.2 million of cash, which taken together with our approximately $100.0 million of availability under the SMBC Facility (subject to borrowing base availability) (as defined in Note 6. “Debt” in the notes to the

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accompanying audited consolidated financial statements), respectively, we expect to be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of March 31, 2024, we believed we had adequate financial resources to satisfy unfunded portfolio company commitments of $20.3 million.

Unregistered Sales of Equity Securities

For the three months ended March 31, 2024, total Units issued and proceeds received were as follows:

Unit Issuance Date	Class I Units Issued	Proceeds Received
January 01, 2024	918,507	$	18,462
February 01, 2024	366,271	7,373
March 01, 2024	487,396	9,826
Total	1,772,174	$	35,661

Distribution Reinvestment

The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2024:

Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
January 29, 2024	January 31, 2024	February 05, 2024	$	0.1591	$	490
February 27, 2024	February 29, 2024	March 05, 2024	0.1593		551
March 25, 2024	March 31, 2024	April 04, 2024	0.1596		631
Total Distributions			$	0.4780	$	1,672

The Board of Directors did not declare a distribution for the three months ended March 31, 2023.

We have adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless unitholders elect to “opt out” of the DRIP, unitholders will have their cash dividends or distributions automatically reinvested in additional units of same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.

The following table summarizes the amounts received and Units issued to unitholders who have participated in the DRIP during for the three months ended March 31, 2024:

Payment Date	DRIP Units Issued	DRIP Units Value
January 29, 2024	4,483	$	90
February 27, 2024	9,919	200
March 26, 2024	11,682	235
Total	26,084	$	525

Unit Repurchase Program

At the discretion of the Board of Directors, we may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. The limitations and restrictions described in the applicable offer to repurchase units may prevent us from accommodating all repurchase requests made in any quarter. The unit repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market. We will offer to repurchase Units on such terms as may be determined by our Board of Directors in its complete and absolute discretion.

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The following table further summarizes the unit repurchases completed for the three months ended March 31, 2024:

Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)		Price Paid Per Unit		Repurchase Pricing Date	Amount Repurchased		Number of Units Repurchased	Percentage of Outstanding Units Repurchased(1)		Maximum number of units that may yet be purchased under the repurchase program(2)
For the Three Months Ended March 31, 2024
March 05, 2024	5.00	%	$	20.13	March 31, 2024	$	351	17,435	0.44	%	—
Total						$	351	17,435

(1)    Percentage is based on total units as of the close of the previous calendar quarter.

(2)    All repurchase requests were satisfied in full.

Debt

Our outstanding debt obligations were as follows:

	March 31, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
SMBC Facility	$	100,000	$	—	$	100,000	$	100,000	$	11,000	$	89,000
Total	$	100,000	$	—	$	100,000	$	100,000	$	11,000	$	89,000

For further details, see Note 6 “Debt” to our consolidated financial statements included in this report.

RECENT DEVELOPMENTS

April Issuances and Distribution Declarations

Pursuant to our continuous private offering, we issued approximately 583,000 Units for an aggregate offering price of $11.7 million effective April 1, 2024.

On April 25, 2024, we declared a distribution to unitholders of record in the amount of $0.1594 per unit and payable on May 3, 2024 to unitholders of record as of April 30, 2024.

May Issuances

Pursuant to our continuous private offering, we held a close relating to the sale of our Units for an aggregate offering price of $10.6 million effective May 1, 2024.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, should be read in connection with our consolidated financial statements in Part I, Item 1 of this Report, including Note 2 “Summary of Significant Accounting Policies.”

RELATED PARTY TRANSACTIONS

We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying consolidated financial statements if not defined herein):

•the Investment Advisory Agreement;

•the Administration Agreement;

•the Placement Agent Agreement;

•the MSDI Agreement; and

•the Expense Support Agreement.

For further details see Note 3. “Related Party Transactions” to our consolidated financial statements included in this report.

MS Credit Partners Holdings, Inc., a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements to purchase Units up to an aggregate amount of $25,000 or such amount so that the Company is not considered to be “controlled” by Morgan Stanley or its affiliates for purposes of the Bank Holding Company Act of 1956, as

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amended from time to time. MS Credit Partners Holdings, Inc. has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including valuation risk, market risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. Most of our investments will not have a readily available market price. To ensure accurate valuations, our investments are valued at fair value in good faith by our Board of Directors, based on, among other things, the input of the Investment Adviser, including the Valuation Designee, our Audit Committee and independent third-party valuation firms engaged at the direction of our Board of Directors, or Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Market Risk

The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. See “Part I, Item 1A. Risk Factors—General Risk Factors—We are operating in a period of capital markets disruption 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.” of our Form 10-K and “Part I, Item 1A. Risk Factors—General Risk Factors—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” of our Form 10-K.

Interest Rate Risk

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of March 31, 2024, approximately 100.0% of our debt investments were at floating rates. Based on our Consolidated Statements of Financial Condition as of March 31, 2024, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of March 31, 2024) (dollar amounts in thousands):

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	Interest		Interest		Net
Basis Point Change - Interest Rates	Income		Expense		Income
Up 300 basis points	$	1,789	$	—	$	1,789
Up 200 basis points	$	1,193	$	—	$	1,193
Up 100 basis points	$	596	$	—	$	596
Up 25 basis points	$	149	$	—	$	149
Down 25 basis points	$	(149)	$	—	$	(149)
Down 100 basis points	$	(596)	$	—	$	(596)
Down 200 basis points	$	(1,193)	$	—	$	(1,193)
Down 300 basis points	$	(1,789)	$	—	$	(1,789)

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2024 (the end of the period covered by this report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred for the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

The Company, the Investment Adviser and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Investment Adviser, and the Administrator is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.

See also “Note 1 to Consolidated Financial Statements in Part I, Item 1. Consolidated Financial Statements and Supplementary Data” of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the risk factors set forth below and the risk factors previously disclosed under Item 1A of the Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks described below and disclosed in the Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.

We may be subject to risks associated with our investments in the software industry.

We could invest in portfolio companies in the software industry and a downturn in the industry could significantly impact the aggregate returns we realize on such investments. For example, portfolio companies in the software industry are subject to a number of risks. The revenue, income (or losses) and valuations of software and other technology-related companies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and end-consumer needs, evolving industry standards and frequent introductions of new products and services. Our portfolio companies in the software industry could compete with companies that are larger and could be engaged in a greater range of businesses or have greater financial, technical, sales or other resources than our portfolio companies do. Our portfolio companies could lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to existing products. Any deterioration in the results of our portfolio companies due to competition or otherwise could, in turn, materially adversely affect our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Securities

Refer to “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 8. Members’ Capital” in this Report, the Form 10-K and our Current Report on Form 8-K filed on January 31, 2024, February 29, 2024, and March 28, 2024 for the issuance of our Units for the three months ended March 31, 2024. Such issuances were part of our continuous private offering and were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder.

Issuer Purchases of Equity Securities

At the discretion of the Board of Directors, we have in the past and may in the future conduct quarterly repurchase offers pursuant to a unit repurchase program. The purpose of the unit repurchase program is to provide liquidity to unitholders. We intend to limit the number of Units to be repurchased in each quarter to no more than 5% of our outstanding Units (either by number of Units or aggregate net asset value) as of such quarter end. All Units purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be unissued Units. Any Units to be purchased from any of our officers, directors or affiliates will be on the same terms and conditions as any other purchase of Units.

On February 2, 2024, we announced a quarterly tender offer that commenced on February 5, 2024 and ended at 12:01 a.m., Eastern Time, on March 5, 2024 (the “Offer”). Because there is no secondary trading market for our Units, our Board of Directors determined, after consideration of various matters, that the Offer was in the best interests of unitholders in order to provide liquidity for our unitholders. Approximately 17,435 of our Units were validly tendered and not withdrawn prior to the expiration of the Offer. The Units were repurchased at a price of $20.13 per Unit, which represents the net asset value per Unit as of March 31, 2024. The payment of the purchase price of the Units tendered was promptly made in cash issued to the unitholders whose tenders were accepted for purchase by us in accordance with the terms of the Offer.

Item 3: Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits and Financial Statement Schedules

.(a) Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Exhibit	Description
4.1*	Description of Securities
31.1*	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1**	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed herewith
**	Furnished herewith

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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.

	North Haven Private Income Fund A LLC
Dated: May 14, 2024	By:	/s/ Jeffrey S. Levin
		Jeffrey S. Levin Director and Chief Executive Officer (Principal Executive Officer)
Dated: May 14, 2024	By:	/s/ David Pessah
		David Pessah Chief Financial Officer (Principal Financial Officer)

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