North Haven Private Income Fund LLC (PIF) and North Haven Private Income Fund A LLC (PIF A) announced on October 26, 2026, that they have entered into an Agreement and Plan of Merger. The agreement, filed with the SEC, outlines a two-step transaction in which PIF A will merge with and into a wholly owned subsidiary of PIF, and the surviving entity will subsequently merge with and into PIF.
Under the terms of the agreement, PIF A unitholders will receive newly issued Class I units of PIF based on a NAV-for-NAV exchange ratio. The exchange ratio will be determined by dividing the closing net asset value per unit of PIF A by the closing net asset value per unit of PIF, calculated as of a mutually agreed date no earlier than 48 hours prior to the effective time of the merger.
Following the merger, PIF intends to amend its investment advisory agreement with its adviser, MS Capital Partners Adviser Inc. The base management fee paid by PIF is set to be reduced from 1.25% of average net asset value to 1.00% of net asset value, effective January 1, 2027.
On a pro forma basis as of June 30, 2026, the combined entity is expected to hold $6.6 billion in total investments at fair value across approximately 312 portfolio companies. The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Consummation of the merger is subject to customary regulatory approvals, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Assuming these conditions are met, the merger is currently expected to close in December 2026. Keefe, Bruyette & Woods and Truist Securities, Inc. served as financial advisors to the respective independent director committees.
