Diameter Credit Co 8-K

What Happened

• Diameter Credit Company announced that on March 24, 2026 it closed a $399,900,000 term debt securitization (a collateralized loan obligation, or CLO) through its indirect, wholly‑owned consolidated subsidiary Diameter Capital PC CLO 1 LLC. Morgan Stanley & Co. LLC served as the initial purchaser and Western Alliance Trust Company, N.A. is trustee. The CLO is backed primarily by a diversified portfolio of first‑lien commercial loans and will use proceeds to purchase those loans from the Company under a master loan sale agreement.

Key Details

• Total issuance: $399,900,000 of notes (Secured Notes + Subordinated Notes).
• Secured Notes: $232,000,000 Class A‑1 (AAA(sf), floating, due 1/15/2038, interest = 3‑month SOFR + 1.49%); $16,000,000 Class A‑2 (AAA(sf), floating, due 1/15/2038, SOFR + 1.70%); $24,000,000 Class B (AA(sf), floating, due 1/15/2038, SOFR + 1.85%).
• Subordinated Notes: $127,900,000 due 1/15/2126, no interest; the Company, through Diameter Capital PC CLO 1 Depositor LLC (the CLO Retention Holder), retained 100% of the Subordinated Notes to satisfy risk‑retention rules.
• The Secured Notes are secured obligations of the CLO Issuer; Subordinated Notes are unsecured. Notes are not registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an exemption.
• The Company serves as collateral manager under a collateral management agreement; the fee while the Company is manager is 0.0% per annum of the fee basis amount.
• The CLO Issuer may redeem the Notes, at the direction of the CLO Retention Holder, on any business day on or after March 24, 2028.

Why It Matters

• This transaction creates a new material financing structure for Diameter Credit Company via a consolidated CLO subsidiary, adding $399.9M of issued notes and retaining the subordinated tranche as the sponsor. For investors, that means the Company has arranged secured financing backed by loans it will sell to the CLO issuer, but the Company (through consolidation and retention) remains economically exposed to the subordinated tranche and the underlying collateral performance.
• The issuance changes the Company’s consolidated liability profile and liquidity sources, and it relates directly to the Company’s asset coverage requirements. The 0% collateral management fee and the retention of the subordinated notes are concrete terms that affect future cash flows and risk exposure disclosed in the 8‑K.