pif-202311290001973476FALSETRUE00019734762023-03-022023-03-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 29, 2023
North Haven Private Income Fund A LLC
(Exact name of Registrant as Specified in Its Charter)
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Delaware | | 000-56571 | | 92-1385301 |
(State or other jurisdiction of incorporation)
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| | (IRS Employer Identification Number)
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1585 Broadway New York, NY | | 10036 |
(Address of principal executive offices) | | (Zip Code) |
1 (212) 761-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class I Units | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.
Emerging growth company x
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. x
Item 3.02. Unregistered Sales of Equity Securities.
As of November 1, 2023, North Haven Private Income Fund A LLC ("we", the "Company" or the "Fund"), sold approximately 224,264 of the Company’s Class I units (the “Units”) for an aggregate offering price of approximately $4.5 million, reflecting a purchase price of $20.03 per unit (with the final number of Units being determined on November 29, 2023).
The sale of Units was made pursuant to subscription agreements entered into by the Company and its unitholders. The issuance of the Units is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the unitholders in the subscription agreements that each unitholder was an accredited investor as defined in Regulation D under the Securities Act.
Item 7.01. Regulation FD Disclosure.
On November 30, 2023, the Company disclosed the below information.
Distribution:
On November 28, 2023, the Board of Directors of the Company declared a distribution to unitholders of record in the amount of $0.1585 per unit, representing an annualized distribution yield of approximately 9.50%.
Annualized distribution yield is calculated by dividing the declared distribution by the prior month's net asset value and annualizing over 12 monthly periods.
The distribution will be payable on or around December 5, 2023 to unitholders of record as of November 30, 2023.
Company's Portfolio:
As of October 31, 2023, the Company had investments in 35 portfolio companies across 18 industries with an aggregate par value of approximately $53.4 million, which consisted of approximately 100.0% first lien debt investments, based on par value or, in the case of equity investments, cost. As of October 31, 2023, 100.0% of the debt investments, based on par value, in the Company's portfolio were at floating rates. During the period from October 1, 2023 through October 31, 2023, the Company had new investment commitments of approximately $8.6 million, approximately 100.0% of which were private senior secured loans. As of October 31, 2023, approximately 100.0% of the Company’s total investment commitments were in private senior secured loans and equity investments.
The table below describes investments by industry composition based on par value or, in the case of equity investments, cost as of October 31, 2023:
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| Industry | | Par or Cost
($ in millions) | | % of Par or Cost |
| Insurance Services | | $ | 7.9 | | | 14.8 | % |
| Health Care Providers & Services | | 5.8 | | | 10.9 | |
| Commercial Services & Supplies | | 5.5 | | | 10.4 | |
| Professional Services | | 3.7 | | | 6.9 | |
| Software | | 3.6 | | | 6.8 | |
| Automobiles | | 3.3 | | | 6.2 | |
| Distributors | | 3.2 | | | 6.0 | |
| Chemicals | | 3.2 | | | 6.0 | |
| Electronic Equipment, Instruments & Components | | 3.0 | | | 5.6 | |
| Real Estate Management & Development | | 2.6 | | | 4.8 | |
| Other | | 11.6 | | | 21.6 | |
| Total | | $ | 53.4 | | | 100.0 | % |
The table below shows the Company's ten largest portfolio company investments based on par value or, in the case of equity investments, cost as of October 31, 2023:
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| Issuer | | Par or Cost
($ in millions) | | % of Par or Cost |
| Integrity Marketing Acquisition, LLC | | $ | 3.6 | | | 6.8 | % |
| Tank Holding Corp. | | 3.2 | | | 6.0 | |
| VRC Companies, LLC | | 3.0 | | | 5.6 | |
| Infinite Bidco, LLC | | 3.0 | | | 5.6 | |
| Turbo Buyer, Inc. | | 2.3 | | | 4.3 | |
| DCA Investment Holdings, LLC | | 2.1 | | | 3.9 | |
| BradyIFS Holdings, LLC | | 2.0 | | | 3.7 | |
| Trintech, Inc. | | 2.0 | | | 3.7 | |
| Hyland Software, Inc. | | 2.0 | | | 3.7 | |
| Gateway US Holdings, Inc. | | 1.9 | | | 3.6 | |
| Other | | 28.3 | | | 53.1 | |
| Total | | $ | 53.4 | | | 100.0 | % |
Net Asset Value:
As of October 31, 2023, the Company's aggregate net asset value is estimated to be approximately $34.5 million. As of October 31, 2023, the Company had approximately $10.0 million of debt outstanding (at principal). This estimate of the Company's aggregate net asset value did not and will not undergo the Company's customary quarter-end financial closing procedures and may differ materially from future estimates of net asset value or net asset value determinations, including the determination as of December 31, 2023, which will undergo the Company’s customary quarter and year-end financial closing procedures.
SIGNATURE
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 hereunto duly authorized.
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Date: November 30, 2023 | | | | North Haven Private Income Fund A LLC |
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| | | | By: | | /s/ Orit Mizrachi |
| | | | | | | Orit Mizrachi |
| | | | | | | Chief Operating Officer and Interim Chief Financial Officer |