| COMMITMENTS AND CONTINGENCIES |
COMMITMENTS AND CONTINGENCIES At June 30, 2024, MSC Income Fund had the following outstanding commitments (in thousands):
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| Investments with equity capital commitments that have not yet funded: |
|
Amount |
|
|
|
| HPEP 3, L.P. |
|
1,308 |
|
| Brightwood Capital Fund III, LP |
|
22 |
|
|
|
|
| Total Equity Commitments (1) |
|
$ |
1,330 |
|
|
|
| Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded: |
|
|
|
|
|
| Computer Data Source, LLC |
|
$ |
7,500 |
|
| HEADLANDS OP-CO LLC |
|
5,000 |
|
| CQ Fluency, LLC |
|
4,500 |
|
| ZRG Partners, LLC |
|
4,349 |
|
| Mako Steel, LP |
|
4,057 |
|
| Insight Borrower Corporation |
|
3,888 |
|
| Winter Services LLC |
|
3,333 |
|
| JDC Power Services, LLC |
|
2,105 |
|
| BP Loenbro Holdings Inc. |
|
1,862 |
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| Garyline, LLC |
|
1,786 |
|
| SI East, LLC (Stavig) |
|
1,750 |
|
| American Health Staffing Group, Inc. |
|
1,667 |
|
| IG Parent Corporation (Infogain) |
|
1,667 |
|
| Creative Foam Corporation |
|
1,562 |
|
| Burning Glass Intermediate Holding Company, Inc. |
|
1,549 |
|
| AB Centers Acquisition Corporation |
|
1,538 |
|
| Bluestem Brands, Inc. |
|
1,477 |
|
| Titan Meter Midco Corp. |
|
1,384 |
|
| Power System Solutions |
|
1,330 |
|
| Bettercloud, Inc. |
|
1,216 |
|
| Imaging Business Machines, L.L.C. |
|
1,087 |
|
| Invincible Boat Company, LLC. |
|
1,080 |
|
| IG Investor, LLC (Ira Green) |
|
1,000 |
|
| Bond Brand Loyalty ULC |
|
900 |
|
| Jackmont Hospitality, Inc. |
|
883 |
|
| Nello Industries Investco, LLC |
|
857 |
|
| Coregistics Buyer LLC (Belvika) |
|
833 |
|
| VVS Holdco LLC |
|
800 |
|
| Cody Pools, Inc. |
|
786 |
|
| PurgeRite, LLC |
|
781 |
|
| Acumera, Inc. |
|
768 |
|
| NinjaTrader, LLC |
|
750 |
|
| Engineering Research & Consulting, LLC |
|
724 |
|
| NexRev LLC |
|
600 |
|
| Centre Technologies Holdings, LLC |
|
600 |
|
| Sales Performance International, LLC |
|
561 |
|
|
|
|
|
|
|
|
|
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| Obra Capital, Inc. |
|
521 |
|
| SPAU Holdings, LLC |
|
520 |
|
| AVEX Aviation Holdings, LLC |
|
512 |
|
| Wall Street Prep, Inc. |
|
500 |
|
| The Affiliati Network, LLC |
|
500 |
|
| ArborWorks, LLC |
|
461 |
|
| Island Pump and Tank, LLC |
|
456 |
|
| Microbe Formulas, LLC |
|
434 |
|
| Watterson Brands, LLC |
|
433 |
|
| Mini Melts of America, LLC |
|
428 |
|
| Colonial Electric Company LLC |
|
400 |
|
| Chamberlin Holding LLC |
|
400 |
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| Trantech Radiator Topco, LLC |
|
400 |
|
| CaseWorthy, Inc. |
|
400 |
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| Johnson Downie Opco, LLC |
|
400 |
|
| Pinnacle TopCo, LLC |
|
400 |
|
| South Coast Terminals Holdings, LLC |
|
381 |
|
| Escalent, Inc. |
|
349 |
|
| PTL US Bidco, Inc |
|
302 |
|
| Clad-Rex Steel, LLC |
|
300 |
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| Gamber-Johnson Holdings, LLC |
|
300 |
|
| Roof Opco (Apple Roof), LLC |
|
292 |
|
| MetalForming AcquireCo, LLC |
|
205 |
|
| Mystic Logistics Holdings, LLC |
|
200 |
|
| Career Team Holdings, LLC |
|
200 |
|
| Orttech Holdings, LLC |
|
200 |
|
| Batjer TopCo, LLC |
|
180 |
|
| ATS Operating, LLC |
|
145 |
|
| ASK (Analytical Systems Keco Holdings, LLC) |
|
145 |
|
| Channel Partners Intermediateco, LLC |
|
143 |
|
| Elgin AcquireCo, LLC |
|
123 |
|
| Vitesse Systems |
|
114 |
|
| GRT Rubber Technologies LLC |
|
100 |
|
| Gulf Publishing Holdings, LLC |
|
100 |
|
| ITA Holdings Group, LLC (Apollo MedFlight) |
|
71 |
|
| AAC Holdings, Inc. |
|
71 |
|
| Inspire Aesthetics Management, LLC |
|
43 |
|
| Buca C, LLC |
|
21 |
|
|
|
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| Total Loan Commitments |
|
$ |
77,680 |
|
|
|
|
| Total Commitments |
|
$ |
79,010 |
|
____________________
(1)This table excludes commitments related to one additional Other Portfolio investment for which the investment period has expired and remaining commitments may only be drawn to pay fund expenses or for follow on investments in existing portfolio companies. The Company does not expect any material future capital to be called on its commitment to this investment to pay fund expenses, and based on representations from the fund manager, the Company does not expect any further capital will be called on its commitment for follow on investments. As a result, the Company has excluded those commitments from this table.
MSC Income Fund will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facilities). MSC Income Fund follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. MSC Income Fund had no unrealized appreciation or depreciation on the outstanding unfunded commitments as of June 30, 2024.
MSC Income Fund may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on MSC Income Fund in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, MSC Income Fund does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on MSC Income Fund’s financial condition or results of operations in any future reporting period.
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