MSC Income Fund (NYSE: MSIF) completes $150M 6.34% unsecured notes deal

Rhea-AI Filing Summary

MSC Income Fund, Inc. entered into a Master Note Purchase Agreement with institutional investors and completed a private offering of $150.0 million of 6.34% Series A Senior Notes due May 31, 2029. The unsecured notes carry a fixed 6.34% annual interest rate, paid semiannually each November 30 and May 31, and may be redeemed early at par plus accrued interest and, if applicable, a make-whole premium.

MSC Income plans to use the net proceeds to repay a portion of borrowings under its floating rate multi-year revolving credit facility, then re-borrow under that facility to fund portfolio investments, pay operating expenses and other obligations, and for general corporate purposes. The notes include customary covenants on asset coverage, net worth and business development company status, plus interest step-ups and standard events of default tied to ratings and leverage triggers.

Insights

Credit & capital structure analyst

MSC Income adds fixed-rate unsecured debt and refinances its revolver.

MSC Income has issued $150.0 million of unsecured Series A Senior Notes at a fixed coupon of 6.34%, maturing on May 31, 2029. This diversifies funding beyond its floating rate multi-year revolving credit facility and locks in medium-term borrowing costs.

The notes rank pari passu with other unsecured unsubordinated debt and carry covenants on minimum asset coverage, consolidated net worth and maintenance of business development company status. Events like a Below Investment Grade Event or leverage ratio triggers can increase the interest rate, adding cost if credit quality or leverage deteriorate.

Proceeds initially repay part of the revolving credit facility, with planned re-borrowing to fund investments, operating expenses and general corporate purposes. Actual impact on leverage, earnings and interest expense will depend on future investment deployment and portfolio performance as disclosed in subsequent periodic reports.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________

FORM 8-K

__________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 12, 2026

__________________________________________________________________________

MSC Income Fund, Inc.

(Exact name of registrant as specified in its charter)

Maryland	814-00939	45-3999996
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1300 Post Oak Boulevard, 8th Floor, Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 350-6000

Not Applicable

___________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MSIF		New York Stock Exchange NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. o

Item 1.01.Entry into a Material Definitive Agreement.

On March 12, 2026, MSC Income Fund, Inc. (“MSC Income”) and certain qualified institutional investors entered

into a Master Note Purchase Agreement (the “Note Purchase Agreement”), which governs the issuance of $150,000,000 in

aggregate principal amount of 6.34% Series A Senior Notes due 2029 (the “Series A Notes”). The Series A Notes bear a

fixed interest rate of 6.34% per year and mature on May 31, 2029, unless redeemed, purchased or prepaid prior to such date

by MSC Income in accordance with their terms.

Interest on the Series A Notes will be due semiannually on November 30 and May 31 each year, beginning on

November 30, 2026. The Series A Notes may be redeemed in whole or in part at any time or from time to time at MSC

Income’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition,

MSC Income is obligated to offer to prepay the Series A Notes at par plus accrued and unpaid interest up to, but excluding,

the date of prepayment, if certain change in control events occur. The Series A Notes are general unsecured obligations of

MSC Income that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by MSC

Income.

MSC Income intends to use the net proceeds from the offering of Series A Notes to repay a portion of the debt

outstanding under its floating rate multi-year revolving credit facility (the “Corporate Facility”) and then, through re-

borrowing under the Corporate Facility, to fund investments in accordance with its investment objective and strategies, to

pay operating expenses and other cash obligations, and for general corporate purposes.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a

private placement, including, without limitation, affirmative and negative covenants such as information reporting,

maintenance of MSC Income’s status as a business development company within the meaning of the Investment Company

Act of 1940, as amended (the “1940 Act”), a minimum asset coverage ratio and a minimum consolidated net worth. In

addition, upon the occurrence of a Below Investment Grade Event, a Secured Debt Ratio Event and/or an Unsecured Debt

Coverage Ratio Event (each as defined in the Note Purchase Agreement), the Series A Notes will bear interest at an

increased rate from the date of the occurrence of the Below Investment Grade Event and/or Senior Debt Ratio Event to and

until the date on which the Below Investment Grade Event and/or Senior Debt Ratio Event is no longer continuing.

The Note Purchase Agreement also contains customary events of default with customary cure and notice periods,

including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-

default under other indebtedness of MSC Income or subsidiary guarantors subject to a cure pass-through, certain judgments

and orders and certain events of bankruptcy.

The Series A Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the

“Securities Act”). The Series A Notes have not and will not be registered under the Securities Act or any state securities

laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in

a transaction not subject to, the registration requirements of the Securities Act, as applicable.

The description above is only a summary of the material provisions of the Note Purchase Agreement and is

qualified in its entirety by reference to the copy of the Note Purchase Agreement, which is incorporated by reference and

filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is incorporated by reference herein.

Item 8.01. Other Events.

On March 13, 2026, MSC Income issued a press release. A copy of such press release is attached hereto as Exhibit

99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

10.1*	Master Note Purchase Agreement, dated as of March 12, 2026, by and among MSC Income and the Purchasers party thereto
99.1	Press release dated March 13, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Certain schedules to Exhibit 10.1 have been omitted in accordance with Item 601 of Regulation S-K. The

registrant agrees to furnish supplementally a copy of all omitted schedules to the U.S. Securities and Exchange

Commission upon its request.

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: March 13, 2026	By:	/s/ Cory E. Gilbert
		Name:      Cory E. Gilbert
		Title:        Chief Financial Officer

Exhibit 99.1

	NEWS RELEASE
	Contacts: MSC Income Fund, Inc. Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com Cory E. Gilbert, CFO, cgilbert@mainstcapital.com 713-350-6000 Dennard Lascar Investor Relations Ken Dennard / ken@dennardlascar.com Zach Vaughan / zvaughan@dennardlascar.com 713-529-6600

MSC Income Fund Announces Completion of

$150.0 Million Investment Grade Notes Offering 

HOUSTON – March 13, 2026 – MSC Income Fund, Inc. (NYSE: MSIF) (“MSC Income” or the

“Fund”) is pleased to announce the closing of a private notes offering totaling $150.0 million in

aggregate principal amount (the “Notes”).  The Notes are unsecured and bear interest at a fixed rate of

6.34% per year, payable semiannually, mature on May 31, 2029 and may be redeemed in whole or in

part at any time or from time to time at MSC Income’s option at par plus accrued interest to the

prepayment date and, if applicable, a make-whole premium.

MSC Income intends to use the net proceeds from this offering to initially repay a portion of the

outstanding debt borrowed under its floating rate multi-year revolving credit facility and then, through

re-borrowing under its revolving credit facility, to fund investments in accordance with its investment

objective and strategies, to pay operating expenses and other cash obligations and for general

corporate purposes.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the

“Securities Act”), or any state securities laws and may not be offered or sold in the United States

absent registration or an applicable exemption from the registration requirements of the Securities Act

and applicable state securities laws. This news release shall not constitute an offer to sell or a

solicitation of an offer to purchase the Notes or any other securities and shall not constitute an offer,

solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be

unlawful.

ABOUT MSC INCOME FUND, INC.

The Fund (www.mscincomefund.com) is a principal investment firm that primarily provides debt

capital to private companies owned by or in the process of being acquired by a private equity fund.

The Fund’s portfolio investments are typically made to support leveraged buyouts, recapitalizations,

growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors.

The Fund seeks to partner with private equity fund sponsors and primarily invests in secured debt

investments within its private loan investment strategy. The Fund also maintains a portfolio of

customized long-term debt and equity investments in lower middle market companies, and through

those investments, the Fund has partnered with entrepreneurs, business owners and management teams

in co-investments with Main Street Capital Corporation (NYSE: MAIN) (“Main Street”) utilizing the

customized “one-stop” debt and equity financing solutions provided in Main Street’s lower middle

market investment strategy. The Fund’s private loan portfolio companies generally have annual

revenues between $25 million and $500 million. The Fund’s lower middle market portfolio companies

generally have annual revenues between $10 million and $150 million.

ABOUT MSC ADVISER I, LLC

MSC Adviser I, LLC (“MSCA”) is a wholly-owned subsidiary of Main Street that is registered as an

investment adviser under the Investment Advisers Act of 1940, as amended. MSCA serves as the

investment adviser and administrator of the Fund in addition to several other advisory clients.

FORWARD-LOOKING STATEMENTS

This press release may contain certain forward-looking statements, including but not limited to the

availability of future financing capacity under the Fund’s revolving credit facility. 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 Fund’s control,

and that the Fund may or may not have considered; accordingly, such statements cannot be guarantees

or assurances of any aspect of future performance. Actual performance and results could vary

materially from these estimates and projections of the future as a result of a number of factors,

including those described from time to time in the Fund’s filings with the U.S. Securities and

Exchange Commission. Such statements speak only as of the time when made and are based on

information available to the Fund as of the date hereof and are qualified in their entirety by this

cautionary statement. The Fund assumes no obligation to revise or update any such statement now or

in the future.

FAQ

What did MSC Income Fund (MSIF) announce in this 8-K filing?

MSC Income Fund announced a private placement of $150.0 million of unsecured Series A Senior Notes due 2029 at a 6.34% fixed rate, plus related covenants. It will use proceeds to refinance part of its revolving credit facility and support investments and general corporate purposes.

What are the key terms of MSC Income Fund’s new $150.0 million notes?

The notes total $150.0 million in aggregate principal, bear a fixed 6.34% annual interest rate, pay interest semiannually on November 30 and May 31, and mature on May 31, 2029. They are unsecured, rank pari passu with other unsecured unsubordinated debt, and can be redeemed at par plus accrued interest and any make-whole premium.

How will MSC Income Fund (MSIF) use the proceeds from the notes offering?

MSC Income plans to use net proceeds to repay a portion of debt outstanding under its floating rate multi-year revolving credit facility. It then expects to re-borrow under that facility to fund investments aligned with its strategy, pay operating expenses and other obligations, and for general corporate purposes.

What covenants are attached to MSC Income Fund’s new Series A Senior Notes?

The Note Purchase Agreement includes customary affirmative and negative covenants such as information reporting, maintaining business development company status under the 1940 Act, a minimum asset coverage ratio, and a minimum consolidated net worth. Breaches, certain judgments, cross-defaults or bankruptcy events can trigger defaults under the notes.

Can the interest rate on MSC Income Fund’s new notes change over time?

Yes. If events such as a Below Investment Grade Event, a Secured Debt Ratio Event or an Unsecured Debt Coverage Ratio Event occur, the notes will bear interest at an increased rate. The higher rate applies from the date of the event until the triggering condition is no longer continuing under the Note Purchase Agreement.

Are MSC Income Fund’s new notes registered under the Securities Act of 1933?

No. The notes were offered in reliance on Section 4(a)(2) of the Securities Act and have not been, and will not be, registered under the Securities Act or state securities laws. They may only be offered or sold in the United States pursuant to an applicable registration or exemption.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 33.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 10.0 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.9 KB