MSC Income Fund, Inc. Files 8-K with Material Agreements

TL;DR

MSC Income Fund, Inc. filed an 8-K detailing material agreements, charter amendments, and other key events as of Jan 29, 2025.

AI Summary

On January 29, 2025, MSC Income Fund, Inc. reported several key events. The company entered into a Material Definitive Agreement, amended its Articles of Incorporation or Bylaws, and issued a Regulation FD Disclosure. The filing also includes other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for MSC Income Fund, Inc., which could impact its business operations and financial structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and amendments to corporate documents, which can introduce new risks or alter existing ones for the company.

Key Numbers

• 814-00939 — SEC File Number (Identifies the specific SEC filing for MSC Income Fund, Inc.)
• 45-3999996 — IRS Employer Identification No. (Tax identification number for MSC Income Fund, Inc.)

Key Players & Entities

• MSC Income Fund, Inc. (company) — Registrant
• January 29, 2025 (date) — Date of Earliest Event Reported
• 1300 Post Oak Boulevard, 8th Floor Houston, TX 77056 (address) — Principal Executive Offices
• HMS INCOME FUND, INC. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share MSIF New York Stock Exchange

Filing Documents

• msif-20250129.htm (8-K) — 36KB
• msif-articlesofamendmentan.htm (EX-3.1) — 121KB
• msif-draftaradvisoryagreem.htm (EX-10.1) — 120KB
• msif-closespublicofferings.htm (EX-99.1) — 12KB
• image_0.jpg (GRAPHIC) — 19KB
• 0001535778-25-000053.txt ( ) — 481KB
• msif-20250129.xsd (EX-101.SCH) — 2KB
• msif-20250129_lab.xml (EX-101.LAB) — 21KB
• msif-20250129_pre.xml (EX-101.PRE) — 12KB
• msif-20250129_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On January 29, 2025, in connection with the listing of MSC Income Fund, Inc.'s (the "Company") shares of common stock (the "Shares") on the New York Stock Exchange (the "Listing"), the Company entered into an Amended and Restated Investment Advisory and Administrative Services Agreement (the "New Investment Advisory Agreement") with MSC Adviser I, LLC (the "Adviser"), the Company's investment adviser and administrator. The New Investment Advisory Agreement was approved by the affirmative vote of the holders of a majority of the Company's outstanding voting securities, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), at a special meeting of the Company's stockholders held on December 11, 2024 (the "Special Meeting"), to become effective upon a Listing. The New Investment Advisory Agreement effectuates, among other things, (i) a reduction in the annual base management fees payable by the Company to the Adviser from 1.75% of the Company's average total assets to 1.5% of the Company's average total assets (including cash and cash equivalents), payable quarterly in arrears (with additional future contractual reductions based upon the Company's investment portfolio composition), (ii) amendments to the structure of the subordinated incentive fee on income payable by the Company to the Adviser and reductions in the hurdle, catch-up percentage and incentive fee rates, including the adoption of a differentiated and stockholder friendly 50% / 50% catch-up feature, (iii) a reduction to and reset of the incentive fee on capital gains payable by the Company to the Adviser, (iv) establishment of a cap on the amount of expenses payable by the Company relating to certain internal administrative services, which varies based on the value of the Company's total assets and (v) other changes to delete provisions required by the Omnibus Guidelines promulgated by the North American Securities Administrat

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 4, 2025, the Company issued a press release announcing the closing of its public offering and the exercise of the underwriters' option to purchase additional shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. Item9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Articles of Amendment and Restatement. 10.1 Amended and Restated Investment Advisory and Administrative Services Agreement, dated January 29, 2025, between MSC Income Fund, Inc. and MSC Adviser I, LLC. 99.1 Press release dated February 4, 2025 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: February 4, 2025 By: /s/ Cory E. Gilbert Name: Cory E. Gilbert Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR