North Haven Private Income Fund A LLC (PIF A) has entered into an Agreement and Plan of Merger with North Haven Private Income Fund LLC (PIF) and a wholly owned subsidiary, Sky Merger Sub LLC. The agreement was executed on October 26, 2026. Under the terms of the transaction, Merger Sub will first merge with and into PIF A, with PIF A continuing as the surviving entity. Immediately following this step, the surviving company will merge with and into PIF, with PIF continuing as the surviving company.
According to the filing, the merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. The exchange ratio for the transaction is based on a net asset value-for-net asset value calculation. Specifically, each unit of PIF A issued and outstanding immediately prior to the effective time will be converted into the right to receive a number of Class I units of PIF equal to the closing NAV per unit of PIF A divided by the closing NAV per unit of PIF.
The boards of directors of both PIF and PIF A, including all independent directors, have approved the agreement. The merger is expected to close in December 2026, subject to customary regulatory approvals, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Following the merger, PIF intends to amend its investment advisory agreement with MS Capital Partners Adviser Inc. The base management fee paid by PIF will be reduced from 1.25% of average net asset value to 1.00% effective January 1, 2027. On a pro forma basis as of June 30, 2026, the combined entity is expected to have $6.6 billion in total investments at fair value across approximately 312 portfolio companies.
North Haven Private Income Fund A LLC and North Haven Private Income Fund LLC are non-diversified, externally managed specialty finance companies that have elected to be regulated as business development companies under the Investment Company Act of 1940. Both are externally managed by MS Capital Partners Adviser Inc., an indirect, wholly owned subsidiary of Morgan Stanley.
