IPO - MSC INCOME FUND, INC.

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Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Ipo

Type: New

Accession Number: 000153577825000053

Filing Summary: On January 29, 2025, MSC Income Fund, Inc. entered into a New Investment Advisory Agreement with MSC Adviser I, LLC, reducing annual management fees and altering fee structures. This agreement was approved by shareholders at a special meeting on December 11, 2024, in connection with the listing of the Company's shares on the New York Stock Exchange. Concurrently, the Company amended and restated its Articles of Amendment and Restatement, removing restrictions on share transferability and certain provisions concerning asset acquisitions. The Board also approved reduced asset coverage requirements, effective January 29, 2026. A press release dated February 4, 2025, announced the closing of a public offering and the exercise of an underwriters' option to purchase additional shares.

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Additional details:

New Investment Advisory Agreement: Amended and Restated Investment Advisory and Administrative Services Agreement entered into on January 29, 2025.


Management Fee Reduction: Reduction in annual base management fees from 1.75% to 1.5%.


Incentive Fee Structure Changes: Changes to the subordinated incentive fee structure, including a 50% / 50% catch-up feature.


Asset Coverage Requirements: Asset coverage requirements to be reduced from 200% to 150%, effective January 29, 2026.


Share Transferability Limitations: Limitations on transferability of shares during a 365-day period following the listing.


Form Type: 424B1

Filing Date: 2025-01-30

Corporate Action: Ipo

Type: New

Accession Number: 000153577825000050

Filing Summary: MSC Income Fund, Inc. is conducting a public offering of 5,500,000 shares of common stock at a public offering price of $15.53 per share to raise approximately $85.4 million. The company is an externally managed, closed-end, non-diversified management investment firm classified as a business development company (BDC) under the Investment Company Act of 1940. The fund aims to generate income primarily through debt investments in private companies and will focus on its Private Loan investment strategy. A recent 2-for-1 reverse stock split took place on December 16, 2024, affecting the share structure without changing the par value. The underwriters for this public offering include RBC Capital Markets and Truist Securities among others, and shares will be delivered around January 30, 2025. The offering includes up to 7% of shares reserved for sale to certain individuals through a directed share program, and includes an open-market share repurchase program of up to $65 million in the aggregate for the company.

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Additional details:

Total Public Offering Price: 85415000

Public Offering Price Per Share: 15.53

Proceeds Before Expenses: 80560099

Sales Load: 4854901

Estimated Offering Expenses: 2000000


Share Repurchase Authorization: 65000000

Main Street Purchase Commitment: 20000000


Reverse Stock Split Date: 2024-12-16

Stock Split Ratio: 2-for-1


Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Ipo

Type: New

Accession Number: 000153577825000041

Filing Summary: On January 28, 2025, MSC Income Fund, Inc. announced the pricing of its public offering through a press release. The press release details the conditions and specifics regarding the public offering, although the exact pricing information is not disclosed in the document. It is stated that this information is being furnished under Regulation FD and shall not be deemed 'filed' under the Securities Exchange Act of 1934. The report concludes with details about the filing and includes Exhibit 99.1 which contains the press release of the same date.

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Additional details:

Regulation Fd Disclosure: On January 28, 2025, the Company issued a press release announcing the pricing of its public offering.


Exhibit: 99.1


Address: 1300 Post Oak Boulevard, 8th Floor, Houston, TX 77056


Telephone Number: (713) 350-6000


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