HOUSTON, Sept. 10,
2024 /PRNewswire/ -- MSC Income Fund, Inc. (the
"Company") is pleased to announce that it recently filed a
Definitive Proxy Statement (the "Definitive Special Proxy
Statement") with the U.S. Securities and Exchange Commission (the
"SEC") in connection with the Company's upcoming Special Meeting of
Shareholders (the "Special Meeting"), which will be held on
Monday, December 2, 2024, in the
East-West Conference Rooms at 1330 Post Oak Boulevard,
2nd Floor, Houston,
Texas 77056, commencing at 9:00
a.m., local time. The Definitive Special Proxy Statement
details a series of proposals which the Company believes will
position it to effectuate a listing of its shares of common stock
on a national securities exchange (such as the New York Stock
Exchange or NASDAQ Stock Market) (a "Listing"), which may be
accompanied by a follow-on public offering of its shares, in each
case if and when market conditions make it desirable to do so and
if it is otherwise in the Company's and its shareholders' best
interest.
In commenting on the Definitive Special Proxy Statement,
Dwayne L. Hyzak, the Company's Chief
Executive Officer, stated, "We continue to be very excited about
the potential changes at MSC Income Fund that are detailed in its
recent Definitive Special Proxy Statement filing, which are the
result of our continued efforts to find the best long-term outcome
for all MSC Income Fund stakeholders. The MSC Income Fund board of
directors and I strongly encourage all MSC Income Fund shareholders
to vote as soon as possible for the proposals being considered at
the upcoming Special Meeting. Whether you own many shares, or just
a few, your vote is important to the Fund's future."
Mr. Hyzak continued, "We believe that the planned activities and
changes represent significant catalysts to the future growth of MSC
Income Fund and strengthen its ability to continue to provide its
shareholders with an attractive recurring and growing quarterly
dividend and favorable total shareholder returns through a
transition of the Company's investment strategy and investment
portfolio to be solely focused on its private loan investment
strategy. We also understand that an option for liquidity is a
valuable feature of any investment, so we are pleased that the
Definitive Special Proxy Statement is a significant step in
providing all MSC Income Fund shareholders the benefits of an
equity security that is listed on a national securities exchange.
We look forward to sharing additional details of the expected
future benefits to the shareholders of MSC Income Fund and the
potential timing of a Listing and to executing on the plans
detailed in the Definitive Special Proxy Statement."
The Company believes that a Listing, and actions taken in
connection therewith, would provide several benefits to its
shareholders, including, but not limited to the following:
- an opportunity for the significant growth of the Company
through near-term access to additional capital through the public
capital markets;
- significant benefits for the Company's shareholders associated
with an investment strategy intended to generate an attractive
recurring and growing quarterly dividend through an intentional
transition of the Company's investment strategy and investment
portfolio to be solely focused on its private loan investment
strategy, rather than its current focus primarily on its private
loan investment strategy and secondarily on its lower middle market
investment strategy; and
- a path to an option for full liquidity for those existing
shareholders who desire such an option.
A Listing would also provide the longer-term opportunity to
access additional leverage capacity through a potential future
reduction in the Company's minimum asset coverage ratio from 200%
to 150%, subject to future board of directors or shareholder
approval, which would allow the Company to further optimize its
leverage profile and shareholder returns and support the future
growth of its investment portfolio.
Effective upon a Listing, the Company and its investment adviser
and administrator, MSC Adviser I, LLC ("MSC Adviser"), would amend
their existing investment advisory agreement to better align with
the Company's transition to focus on its private loan investment
strategy, including changes to the base management fee and
incentive fee structures. The transactions and changes contemplated
in the Definitive Special Proxy Statement, including the proposed
amendment of the Company's investment advisory agreement with MSC
Adviser, have been approved by the Company's board of directors,
but remain subject to approval of the Company's shareholders.
For more information on the Definitive Special Proxy Statement
and the Company's related activities, including a supplemental
presentation outlining the details of the Company's potential
Listing and related items, the Company encourages its investors to
visit the Presentations section of the Company's website at
https://www.mscincomefund.com/investors/presentations.
IMPORTANT NOTICE
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any
securities of the Company. The full details of the Company's
proposals (the "Proposals") to be considered at the Special Meeting
are included in the Definitive Special Proxy Statement, which the
Company filed with the SEC on September 3,
2024. You should carefully read the Definitive Special Proxy
Statement because it contains important information about the
Special Meeting and the Proposals.
ABOUT MSC INCOME FUND, INC.
The Company (www.mscincomefund.com) is a principal investment
firm primarily focused on providing debt capital to middle market
companies and customized debt and equity financing to lower middle
market companies. The Company's lower middle market portfolio
companies generally have annual revenues between $10 million and $150
million. The Company's middle market portfolio companies are
generally larger in size than its lower middle market portfolio
companies.
ABOUT MSC ADVISER I, LLC
MSC Adviser is a wholly owned subsidiary of Main Street Capital
Corporation (NYSE: MAIN) that is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended. It
currently manages investments for external parties, including the
Company.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements, which
are based upon Company management's current expectations and are
inherently uncertain and which involve substantial risks and
uncertainties. These forward-looking statements include, without
limitation, statements relating to the following: the completion of
certain proposed transactions by the Company, including a Listing,
any potential follow-on public equity offering and the completion
of certain other transactions; the Company's planned transition to
focus on its private loan investment strategy; the Company's
potential to access additional leverage and to reduce the minimum
asset coverage requirement applicable to it under the Investment
Company Act of 1940, as amended; the declaration and payment of
future dividends; the Company providing a path to an option for
full liquidity for its shareholders; the Company or its
shareholders achieving any benefits from any of the foregoing; and
anticipated approvals relating to the Special Meeting. The use of
words such as "anticipates," "believes," "intends," "plans,"
"expects," "projects," "estimates," "will," "should," "may" and
similar expressions identify any such forward-looking statements.
Any such statements other than statements of historical fact are
likely to be affected by other unknowable future events and
conditions, including elements of the future that are or are not
under the Company's control, and that the Company may or may not
have considered; accordingly, such forward-looking
statements are not guarantees or assurances of future
performance or events and are subject to various risks and
uncertainties. Certain factors could cause actual results,
conditions and events to differ materially from those projected or
anticipated, including the risks and uncertainties associated with
(i) the timing or likelihood of the completion of the proposed
transactions by the Company described in the Definitive Special
Proxy Statement, (ii) the timing or likelihood of the commencement
and/or completion of any Listing and/or any potential follow-on
public equity offering and uncertainty with respect to the trading
levels of shares of the Company's common stock following any
Listing, (iii) the possibility that the Company may fail to obtain
the requisite shareholder approval for one or more of the
Proposals, (iv) regulatory factors and general economic, political
and market conditions at the time of any potential future
transaction or event referenced in this communication, as well as
other external factors, (v) changes in laws or regulations or
interpretations of current laws and regulations that could impact
implementation of one or more of the Proposals or the transactions
contemplated thereby, (vi) the Company's plans, expectations,
objectives and intentions, as a result of any potential future
transaction or event referenced in this communication, and (vii)
other factors enumerated in the Company's filings with the SEC. You
should not place undue reliance on such forward-looking statements,
which speak only as of the date of this communication. None of the
Company or any of its affiliates, including MSC Adviser and its
parent company, Main Street Capital Corporation ("Main Street"),
undertakes any obligation to update any forward-looking statements
made herein, unless required by law. Therefore, you should not rely
on these forward-looking statements as representing the views of
the Company, MSC Adviser, Main Street or any of their affiliates as
of any date subsequent to the date of this communication. You
should read this communication and the documents referenced in this
communication completely and with the understanding that actual
future events and results may be materially different from
expectations. All forward-looking statements included in this
communication are qualified by these cautionary statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transactions referenced in this
communication, including seeking to obtain shareholder approval in
connection with the Proposals, the Company filed the Definitive
Special Proxy Statement with the SEC and delivered it to the
Company's shareholders. The Definitive Special Proxy Statement
contains important information about the Company, any proposed
transactions and related matters. This communication is not a
substitute for the Definitive Special Proxy Statement or for any
other document that the Company, MSC Adviser, Main Street or
another party may file with the SEC and send to the Company's
shareholders in connection with the proposed transactions.
SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE
SPECIAL PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
THERETO, AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSALS, THE PROPOSED
TRANSACTIONS AND RELATED MATTERS.
Investors and security holders may obtain the documents filed
with the SEC free of charge at the SEC's website,
http://www.sec.gov.
PARTICIPANTS IN THE SOLICITATION
The Company, MSC Adviser and Main Street, which beneficially
owns 2,170,222 shares of the Company's common stock, and the
Company's and Main Street's respective directors and officers and
certain personnel of MSC Adviser and its affiliates may be
deemed to be participants in the solicitation of proxies in
connection with the Proposals and proposed transactions.
Information about the directors and executive officers of the
Company is set forth in the Definitive Special Proxy Statement and
in its definitive proxy statement for its 2024 Annual Meeting of
Shareholders, which was filed with the SEC on May 29, 2024. Information about the directors and
executive officers of Main Street is set forth in the Definitive
Special Proxy Statement and in its definitive proxy statement for
its 2024 Annual Meeting of Shareholders, which was filed with the
SEC on March 25, 2024. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the Company's
shareholders in connection with the Proposals, and their direct or
indirect interests, by security holdings or otherwise, is contained
in the Definitive Special Proxy Statement. To the extent holdings
of securities by any of the Company's directors or executive
officers have changed since the amounts disclosed in the Definitive
Special Proxy Statement, such changes have been or will be
reflected on Statements of Changes in Beneficial Ownership on Form
4 filed by such directors or executive officers, as the case may
be, with the SEC. These documents may be obtained free of charge
from the sources indicated above.
NO OFFER OR SOLICITATION
This communication is not, and under no circumstances is it to
be construed as, a prospectus or an advertisement. Nothing in this
communication shall constitute an offer to sell, or a solicitation
of an offer to buy, any securities and this communication should
not be interpreted or construed as such. Any offers, solicitations
or offers to buy, or any sales of securities will be made in
accordance with the registration requirements of the Securities Act
of 1933, as amended, or an exemption therefrom.
Information contained on the Company's website is not
incorporated by reference into this communication.
Contacts:
MSC Adviser I, LLC
Dwayne L. Hyzak, CEO,
dhyzak@mainstcapital.com
Cory E. Gilbert, CFO,
cgilbert@mainstcapital.com
713-350-6000
For inquiries regarding a specific account or holdings
therein:
Hines Private Wealth Solutions
888-220-6121
Dennard Lascar Investor
Relations
Ken Dennard |
ken@dennardlascar.com
Zach Vaughan |
zvaughan@dennardlascar.com
713-529-6600
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SOURCE MSC Income Fund, Inc.