HOUSTON, July 25,
2024 /PRNewswire/ -- Main Street Capital Corporation
(NYSE: MAIN) ("Main Street") is pleased to announce that MSC Income
Fund, Inc. ("MSC Income"), a non-listed business development
company ("BDC") for which Main Street's wholly owned registered
investment adviser, MSC Adviser I, LLC ("MSC Adviser"), serves as
the investment adviser and administrator, has filed a Preliminary
Proxy Statement (the "Special Proxy Statement") with the U.S.
Securities and Exchange Commission (the "SEC") in connection with
an upcoming Special Meeting of MSC Income shareholders (the "MSC
Income Special Meeting"). The Special Proxy Statement details a
series of proposals which Main Street and MSC Income believe will
position MSC Income 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 MSC Income's shares,
in each case if and when market conditions make it desirable to do
so and if it is otherwise in MSC Income's and its shareholders'
best interest.
In commenting on the Special Proxy Statement, Dwayne L. Hyzak, Main Street'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 MSC Income Fund'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."
Mr. Hyzak continued, "At the same time, we believe these planned
activities and changes provide significant future benefits to Main
Street's asset management business through the opportunity to grow
the management fees that our wholly owned adviser receives from MSC
Income Fund as it executes its growth plans. We look forward to
sharing additional details of the expected future benefits to the
shareholders of both Main Street and MSC Income Fund and the
potential timing of a Listing and to executing on the plans
detailed in MSC Income Fund's Special Proxy Statement."
Main Street believes that a Listing would provide several
benefits to MSC Income stakeholders, including, but not limited to
the following:
- an opportunity for the significant growth of MSC Income through
near-term access to additional capital through the public capital
markets; and
- a path to an option for full liquidity for those existing MSC
Income shareholders who desire such option.
A Listing would also provide MSC Income with the longer-term
opportunity to access additional leverage capacity through a
potential future reduction in its minimum asset coverage ratio from
200% to 150%, subject to future approval of the MSC Income board of
directors or MSC Income's shareholders, which would allow MSC
Income to further optimize its leverage profile and shareholder
returns and support the future growth of its investment
portfolio.
Effective upon a Listing, MSC Income and MSC Adviser would amend
their existing investment advisory agreement to better align with
MSC Income'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
MSC Income's investment advisory agreement with MSC Adviser, have
been approved by MSC Income's board of directors, but remain
subject to approval of MSC Income'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 Main Street or
MSC Income. The full details of the MSC Income proposals to be
considered at the MSC Income Special Meeting (the "Proposals") are
included in the Special Proxy Statement, which MSC Income filed
with the SEC on July 24, 2024. The
Special Proxy Statement is not final and is subject to change. Once
final, MSC Income will file a definitive proxy statement on
Schedule 14A relating to the MSC Income 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 MSC Income Special Meeting and the Proposals.
ABOUT MAIN STREET CAPITAL CORPORATION
Main Street
(www.mainstcapital.com) is a principal investment firm that
primarily provides long-term debt and equity capital to lower
middle market companies and debt capital to middle market
companies. Main Street's portfolio investments are typically made
to support management buyouts, recapitalizations, growth
financings, refinancings and acquisitions of companies that operate
in diverse industry sectors. Main Street seeks to partner with
entrepreneurs, business owners and management teams and generally
provides "one-stop" financing alternatives within its lower middle
market investment strategy. Main Street's lower middle market
portfolio companies generally have annual revenues between
$10 million and $150 million. Main Street's middle market
portfolio companies are generally larger in size than its lower
middle market portfolio companies.
Main Street, through its wholly owned portfolio company MSC
Adviser, also maintains an asset management business through which
it manages investments for external parties, the largest of which
is MSC Income. MSC Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended.
ABOUT MSC INCOME FUND, INC.
MSC Income
(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. MSC Income's lower middle market portfolio companies
generally have annual revenues between $10
million and $150 million. MSC
Income's middle market portfolio companies are generally larger in
size than its lower middle market portfolio companies.
FORWARD-LOOKING STATEMENTS
This communication contains
forward-looking statements, which are based upon Main Street and
MSC Income 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 MSC Income, including a Listing,
any potential follow-on public equity offering and the completion
of certain other transactions; MSC Income's planned transition to
focus on its Private Loan investment strategy; MSC Income'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; MSC Income providing a path to an option for full
liquidity for its shareholders; MSC Income, Main Street or their
respective shareholders achieving any benefits from any of the
foregoing; and anticipated filings and approvals relating to the
MSC Income 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 Main Street's or MSC Income's
control, and that Main Street and MSC Income 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 MSC Income 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 MSC Income 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) MSC Income'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 Main
Street's and MSC Income'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 Main
Street, MSC Income 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 Main
Street, MSC Income 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 MSC Income shareholder
approval in connection with the Proposals, MSC Income plans to file
the Definitive Special Proxy Statement with the SEC and deliver it
to MSC Income's shareholders. The Definitive Special Proxy
Statement will contain important information about MSC Income, any
proposed transactions and related matters. This communication is
not a substitute for the Definitive Special Proxy Statement or for
any other document that MSC Income, Main Street or another party
may file with the SEC and send to MSC Income'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 MSC INCOME
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 MSC
INCOME, 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
MSC Income and MSC
Adviser's parent company, Main Street, which beneficially owns
1,919,596 shares of MSC Income's common stock, and MSC Income'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 MSC Income 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
MSC Income'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:
Main Street Capital
Corporation
Dwayne L.
Hyzak, CEO, dhyzak@mainstcapital.com
Jesse E. Morris, CFO &
COO, jmorris@mainstcapital.com
713-350-6000
Dennard Lascar Investor
Relations
Ken
Dennard | ken@dennardlascar.com
Zach Vaughan |
zvaughan@dennardlascar.com
713-529-6600
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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-302206320.html
SOURCE Main Street Capital Corporation
