MSC Income Fund Files 8-K on Security Holder Rights

TL;DR

MSC Income Fund filed an 8-K detailing changes to security holder rights and bylaws.

AI Summary

MSC Income Fund, Inc. filed an 8-K on December 27, 2024, reporting events as of December 20, 2024. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also includes financial statements and exhibits.

Why It Matters

This filing signals potential changes to the rights of MSC Income Fund's security holders and amendments to its governing documents, which could impact investors.

Risk Assessment

Risk Level: medium — Changes to security holder rights and governing documents can introduce new risks or alter existing ones for investors.

Key Players & Entities

• MSC Income Fund, Inc. (company) — Registrant
• HMS INCOME FUND, INC. (company) — Former company name
• December 20, 2024 (date) — Earliest event reported date
• December 27, 2024 (date) — Filing date
• 1300 Post Oak Boulevard, 8th Floor Houston, TX 77056 (address) — Principal executive offices

FAQ

Filing Documents

• msif-20241220.htm (8-K) — 34KB
• 0001535778-24-000225.txt ( ) — 152KB
• msif-20241220.xsd (EX-101.SCH) — 2KB
• msif-20241220_lab.xml (EX-101.LAB) — 21KB
• msif-20241220_pre.xml (EX-101.PRE) — 12KB
• msif-20241220_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders On December 20, 2024, the Board of Directors (the "Board") of MSC Income Fund, Inc. (the "Company"), including the Company's independent directors, approved and adopted the second amended and restated distribution reinvestment plan (the "New DRIP"), to replace the Company's current distribution reinvestment plan (the "Existing DRIP") effective upon a listing of the Company's shares of common stock ("Common Stock") on a national securities exchange (such as the New York Stock Exchange) (a "Listing") and applying to the reinvestment of cash distributions payable on any date on or after the Listing. There can be no assurance that the Company will be able to complete a Listing in any certain timeframe or at all. Under the Existing DRIP and prior to the Listing, cash distributions to participating stockholders who "opt in" to the Existing DRIP are reinvested in additional shares of Common Stock. The number of shares of Common Stock issued to a stockholder under the Existing DRIP is determined by dividing the total dollar amount of the distribution payable to such stockholder by a price per share of Common Stock determined by the Board or a committee thereof, in its sole discretion, that is (i) not less than the net asset value per share of Common Stock determined in good faith by the Board or a committee thereof, in its sole discretion, within 48 hours prior to the payment of the distribution and (ii) not more than 2.5% greater than the net asset value per share as of such date. The New DRIP is an "opt out" distribution reinvestment plan. The New DRIP provides for the reinvestment of dividends on behalf of the Company's registered stockholders who hold their shares with SS&C GIDS, Inc., the Company's transfer agent and registrar (the "DRIP Administrator"), or certain brokerage firms that have elected to participate in the New DRIP, unless a stockholder has elected to receive dividends in cash. As a result,

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year In connection with the potential Listing, the Board has adopted the Second Amended and Restated Bylaws of the Company (the "Amended Bylaws"), which will become effective upon the date of Listing. The Amended Bylaws, among other things: Increase the percentage of stockholders required in order to cause the Company to call a special meeting of stockholders from 10% of all votes entitled to be cast at such meeting to a majority of all votes entitled to be cast at such meeting; Add Section 3(b) to the Amended Bylaws, which includes additional procedural and informational requirements relating to a stockholder request to call a special meetings of stockholders; Eliminate the requirement that the Company make a stockholder list available for inspection at a meeting of stockholders; and Reduce the maximum number of directors of the Company from 15 to 10. The foregoing description of the Amended Bylaws, as set forth in this Item 5.03, is a summary only and is qualified in all respects by the provisions of the Amended Bylaws, a form of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Item9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Form of Second Amended and Restated Bylaws (filed as Exhibit (b)(2) to Pre-Effective Amendment No. 2 to the Company's Registration Statement on Form N-2 (File No. 333-282501) and incorporated herein by reference). 4.1 Form of Second Amended and Restated Distribution Reinvestment Plan (filed as Exhibit (e)(2) to Pre-Effective Amendment No. 2 to the Company's Registration Statement on Form N-2 (File No. 333-282501) and incorporated herein by reference). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MSC Income Fund, Inc. Date: December 27, 2024 By: /s/ Cory E. Gilbert Name: Cory E. Gilbert Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR