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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): June 21, 2023
MSC Income Fund, Inc.
(Exact name of registrant as specified in its charter)
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Maryland | 814-00939 | 45-3999996 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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1300 Post Oak Boulevard, 8th Floor Houston, TX | 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:
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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:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
None | | N/A | | N/A |
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 8.01. Other Events.
MSC Income Fund, Inc. (the “Company”) announced today the final results of its modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $2,000,000 in value of its shares of common stock, par value $0.001 per share (“Common Stock”), from its stockholders, which expired at 5:00 p.m., Central Time, on June 13, 2023.
Pursuant to the Tender Offer, the Company has accepted 406,904.25 shares of its common stock for purchase at a price of $5.50 per share, for an aggregate cost of approximately $2.24 million, excluding fees and expenses relating to the Tender Offer.
In accordance with rules promulgated by the Securities and Exchange Commission (“SEC”), the Company had the option to increase the number of shares accepted for payment in the Tender Offer by up to 2.0% of the outstanding shares without amending or extending the Tender Offer. The Company exercised that option and increased the Tender Offer by $0.24 million to avoid any proration for the stockholders tendering shares. These shares are included in the total shares accepted for purchase noted above.
A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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| MSC Income Fund, Inc. |
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Date: June 21, 2023 | By: | /s/ Jason B. Beauvais |
| | Name: Jason B. Beauvais |
| | Title: General Counsel |