As filed with the Securities and Exchange Commission on September 13, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No.1)
MSC INCOME FUND, INC.
(Name of Subject Company (Issuer))
MSC INCOME FUND, INC.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
55374X109
(CUSIP Number of Class of Securities)
Dwayne L. Hyzak
Chief Executive Officer
MSC Income Fund, Inc.
1300 Post Oak Boulevard, 8th Floor
Houston, Texas 77056
Telephone: (713) 350-6000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
Copies to:
Jason B. Beauvais
General Counsel and Chief Compliance Officer
MSC Income Fund, Inc.
1300 Post Oak Boulevard, 8th Floor
Houston, Texas 77056
Harry S. Pangas
Dechert LLP
1900 K Street, NW
Washington, DC 20006-1110
________________
| | | | | |
| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer |
| | | | | |
Check the appropriate boxes below to designate any transactions to which the statement relates: |
|
| | | | | | | | |
| o | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| o | going-private transaction subject to Rule 13e-3. |
| o | amendment to Schedule 13D under Rule 13d-2. |
| | | | | |
Check the following box if the filing is a final amendment reporting the results of the tender offer: | o |
AMENDMENT NO.1 TO
SCHEDULE TO
This Amendment No. 1 supplements and amends the Schedule TO filed with the Securities and Exchange Commission on September 13, 2022 by MSC Income Fund, Inc. (the “Company”), an externally managed, non-diversified, closed-end management investment company incorporated in Maryland that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.
The Company’s offer pursuant to this Tender Offer Statement on Schedule TO is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 13, 2022 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to this Tender Offer Statement on Schedule TO as Exhibits 99(a)(1)(A) and 99(a)(1)(B), respectively. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
The purpose of this Amendment No. 1 is to file a corrected version of Exhibit 99(a)(1)(B). Except as specifically provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 1 does not modify any of the other information previously reported on the Schedule TO.
Items 1 through 11.
The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits 99(a)(1)(A) and 99(a)(1)(B), respectively, is incorporated by reference in answer to Items 1 through 11 of this Tender Offer Statement on Schedule TO.
Item 12. Exhibits.
| | | | | | | | |
| | |
| EXHIBIT NO. | | DESCRIPTION |
| | Offer to Repurchase, dated September 13, 2022* |
| | Form of Letter of Transmittal |
| | Form of Notice of Withdrawal* |
| | Stockholder Letter and Summary Advertisement, dated September 13, 2022* |
| | Filing Fee Table* |
* Previously filed.
Item 13. Information Required By Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | | | | | | | | | | | | | |
| | | | |
| Dated: | September 13, 2022 | MSC INCOME FUND, INC. |
| | |
| | By: | /s/ Cory E. Gilbert | |
| | Name: | Cory E. Gilbert |
| | Title: | Chief Accounting Officer and Assistant Treasurer |