Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference in this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant.
On January 27, 2021, MSC Income Fund, Inc., a Maryland corporation (the
"Company"), together with MSC Equity Holding, LLC, a Delaware limited liability
company, MSC Equity Holding II, Inc., a Delaware corporation, MSC California
Holdings GP LLC, a Delaware limited liability company, and MSC California
Holdings LP, a Delaware limited partnership, each a wholly-owned subsidiary of
the Company, entered into an amendment (the "Amendment") to the Amended and
Restated Credit Agreement, dated March 11, 2014 among TIAA, FSB, as
administrative agent, and TIAA, FSB and certain other financial institutions as
lenders (the "TIAA Agreement"). The Amendment, among other things, permits the
Company to incur certain unsecured subordinated indebtedness that is junior in
right of payment to borrowings under the TIAA Agreement. The Amendment was
unanimously approved by the Company's board of directors (the "Board"),
including each director who is not an "interested person," as such term is
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), of the Company or its investment adviser, MSC
Adviser I, LLC (the "Adviser").
In connection with the Amendment, on January 27, 2021 the Company also entered
into a term loan agreement (the "Term Loan Agreement") with Main Street Capital
Corporation, a Maryland corporation ("Main Street"), the parent company to the
Adviser. The Term Loan Agreement was unanimously approved by the Board,
including each director who is not an "interested person," as such term is
defined in Section 2(a)(19) of the Investment Company Act, of the Company or the
Adviser.
The Term Loan Agreement provides for a loan of $40.0 million to the Company,
bearing interest at a fixed rate of 5.00% per annum. The Term Loan Agreement
also provides for a 1.00% upfront fee payable to Main Street and will mature on
January 27, 2026. Borrowings under the Term Loan Agreement are expressly
subordinated and junior in right of payment to all secured indebtedness of the
Company and may be prepaid any time after January 27, 2023 in accordance with
the additional conditions described in the Term Loan Agreement.
The foregoing description of the Amendment and the Term Loan Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference, and the Term Loan Agreement, filed as Exhibit
10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1 Fourth Amendment to Amended and Restated Senior Secured Revolving
Credit Agreement, dated as of January 27, 2021, by and among the
Registrant, MSC Equity Holding, LLC, MSC Equity Holding II, Inc.,
MSC California Holdings GP LLC, MSC California Holdings LP, the
lenders party thereto and TIAA, FSB.
Exhibit 10.2 Term Loan Agreement, dated as of January 27, 2021 by and between
the Registrant and Main Street Capital Corporation© Edgar Online, source Glimpses
