[Federal Register Volume 87, Number 154 (Thursday, August 11, 2022)]
[Notices]
[Page 49631]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-17217]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34665; File No. 812-15320]


MSD Investment Corp., et al.

August 5, 2022.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice.

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    Notice of application for an order (``Order'') under sections 17(d) 
and 57(i) of the Investment Company Act of 1940 (the ``Act'') and rule 
17d-1 under the Act to permit certain joint transactions otherwise 
prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 
under the Act.

Summary of Application:  Applicants request an order to amend a 
previous order granted by the Commission that permits certain business 
development companies (``BDCs'') and closed-end management investment 
companies to co-invest in portfolio companies with each other and with 
certain affiliated investment entities.

Applicants:  MSD Investment Corp., MSD Partners, L.P., MSD Credit 
Opportunity Master Fund, L.P., MSD Credit Opportunity Master Fund II, 
L.P., MSD Credit Opportunity Fund, L.P., MSD Credit Opportunity Fund 
(Cayman), L.P., MSD Credit Opportunity Fund, Ltd., MSD Debt REIT 
Holdings, L.P., MSDC EIV, LLC, MSD EIV Private, LLC, MSD RCOF TRS, LLC, 
MSD RCOF TRS (Cayman) LTD., MSD Real Estate Credit Opportunity Fund 
L.P., MSD Real Estate Credit Opportunity Fund-C L.P., RCOF-C 
Intermediate (Cayman), L.P., RCOF-C Intermediate, L.P., MSD Special 
Investments Fund, L.P., MSD SIF Holdings, L.P., MSD Special Investments 
Fund (Cayman), L.P., MSD SIF (Cayman), L.P., MSD Alpine Credit 
Opportunity Fund, LP, MSD SBAFLA Fund, L.P., MSD UK Holdings Limited, 
MSD UK Holdings Ltd, MSD UK Aggregator Fund, LLC, MSD PCOF SMA 1, LLC, 
MSD PCOF SMA 2, LLC, MSD RCOF SMA 1, LLC, MSD RCOF SMA 2, LLC, MSD 
Private Credit Opportunity Master (ECI) Fund 2, L.P., MSD Private 
Credit Opportunity Master Fund 2, L.P., MSD Private Credit Opportunity 
Fund 2, L.P., MSD Private Credit Opportunity Fund (Cayman) 2, L.P., MSD 
Private Credit Opportunity Fund (Cayman) II, L.P., Intermediate Fund 
PCOF 2, LLC, MSD PCOF Fund 2, Ltd, Onshore Intermediate Fund PCOF 2, 
LLC, MSD Onshore PCOF Fund 2, Ltd, MSD Private Credit Opportunity 
Master (ECI) Fund, L.P., MSD Private Credit Opportunity Master (ECI) 
Fund II, L.P., MSD Private Credit Opportunity Master Fund, L.P., MSD 
Private Credit Opportunity Fund, L.P., MSD Private Credit Opportunity 
Fund (Cayman), L.P., MSD Private Credit Opportunity Fund II, L.P., MSD 
BDC SPV I, LLC, MSD Real Estate Credit Opportunity Fund II-C, L.P., MSD 
Real Estate Credit Opportunity Fund II, L.P., MSD Credit REIT Holdings 
II, L.P., MSD Special Investments Fund (Cayman) II, L.P., and MSD 
Special Investments Fund II, L.P.

Filing Dates:  The application was filed on April 14, 2022, and amended 
on July 8, 2022.

Hearing or Notification of Hearing:  An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing on any application by emailing 
the SEC's Secretary at [email protected] and serving the 
Applicants with a copy of the request by email, if an email address is 
listed for the relevant Applicant below, or personally or by mail, if a 
physical address is listed for the relevant Applicant below. Hearing 
requests should be received by the Commission by 5:30 p.m. on, August 
30, 2022, and should be accompanied by proof of service on applicants, 
in the form of an affidavit or, for lawyers, a certificate of service. 
Pursuant to rule 0-5 under the Act, hearing requests should state the 
nature of the writer's interest, any facts bearing upon the 
desirability of a hearing on the matter, the reason for the request, 
and the issues contested. Persons who wish to be notified of a hearing 
may request notification by emailing the Commission's Secretary at 
[email protected].

ADDRESSES: The Commission: [email protected]. Applicants: 
Robert Simonds, MSD Partners, L.P., at [email protected], and 
Steven B. Boehm, Esq., Anne G. Oberndorf, Esq., and Payam Siadatpour, 
Esq., Eversheds Sutherland (US) LLP, at [email protected].

FOR FURTHER INFORMATION CONTACT: Kieran G. Brown, Senior Counsel, or 
Terri Jordan, Branch Chief, at (202) 551-6825 (Division of Investment 
Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: For Applicants' representations, legal 
analysis, and conditions, please refer to Applicants' first amended and 
restated application, dated July 8, 2022, which may be obtained via the 
Commission's website by searching for the file number at the top of 
this document, or for an Applicant using the Company name search field, 
on the SEC's EDGAR system. The SEC's EDGAR system may be searched at, 
http://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You may 
also call the SEC's Public Reference Room at (202) 551-8090.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17217 Filed 8-10-22; 8:45 am]
BILLING CODE 8011-01-P


