HOUSTON, July 25,
2024 /PRNewswire/ -- MSC Income Fund, Inc. (the
"Company") is pleased to announce that it has filed a Preliminary
Proxy Statement (the "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"). The 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 Special Proxy Statement, Dwayne L. Hyzak, the Company's Chief Executive
Officer, stated, "We are very excited about the potential changes
at MSC Income Fund that are detailed in its recent 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. 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 a very attractive source of recurring current
dividend income and attractive 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
Special Proxy Statement is a significant first 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 Special Proxy
Statement."
The Company believes that a Listing 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; and
- a path to an option for full liquidity for those existing
shareholders who desire such 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 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.
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 Special Proxy
Statement, which the Company filed with the SEC on July 24, 2024. The Special Proxy Statement is not
final and is subject to change. Once final, the Company will file a
definitive proxy statement on Schedule 14A relating to the Special
Meeting (the "Definitive Special Proxy Statement") with the SEC.
You should carefully read the Definitive Special Proxy Statement
when it becomes available because it will contain 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 and Main Street Capital Corporation's ("Main Street")
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 filings and
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 or Main Street's control, and that the Company and Main
Street 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 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, (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) the Company's or Main Street's plans,
expectations, objectives and intentions, as a result of any
potential future transaction or event referenced in this
communication, and (vi) 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, Main Street or any of their
affiliates 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, 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 plans to file the
Definitive Special Proxy Statement with the SEC and deliver it to
the Company's shareholders. The Definitive Special Proxy Statement
will contain 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, Main Street or another party may
file with the SEC and send to the Company's shareholders in
connection with the proposed transactions. This communication is
for informational purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. 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 WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE PROPOSALS, THE PROPOSED TRANSACTIONS AND RELATED
MATTERS.
Investors and security holders will be able to 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 and MSC
Adviser's parent company, Main Street, which beneficially owns
1,919,596 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 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 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 will be
contained in the Definitive Special Proxy Statement when such
document becomes available. This document 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.
Contacts:
MSC Adviser I, LLC
Dwayne L. Hyzak, CEO,
dhyzak@mainstcapital.com
Cory E. Gilbert, CFO &
Treasurer, 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
View original
content:https://www.prnewswire.com/news-releases/msc-income-fund-inc-files-preliminary-proxy-statement-in-connection-with-potential-listing-of-its-shares-on-a-national-securities-exchange-302206355.html
SOURCE MSC Income Fund, Inc.