SHARE REPURCHASES |
6 Months Ended |
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Jun. 30, 2023 | |
| Share-Based Payment Arrangement [Abstract] | |
| SHARE REPURCHASES | SHARE REPURCHASES Due to the impacts of the COVID-19 pandemic, MSC Income Fund’s Board of Directors determined that it was in the best interest of the Company to suspend its share repurchase program from March 31, 2020 to March 8, 2021 in order to preserve financial flexibility and liquidity. On March 8, 2021, MSC Income Fund announced that the Board of Directors approved the reinstatement of the share repurchase program.
Under the terms of the reinstated share repurchase program, MSC Income Fund offers to purchase shares at the NAV per share on the repurchase date. The amount of shares of MSC Income Fund’s common stock to be repurchased during any calendar quarter may be equal to the lesser of (i) the number of shares of common stock MSC Income Fund could repurchase with the proceeds it received from the issuance of common stock under MSC Income Fund’s dividend reinvestment plan or (ii) 2.5% of the weighted-average number of shares of common stock outstanding in the prior four calendar quarters. Upon resuming making offers to repurchase shares pursuant to the share repurchase program in April 2021, MSC Income Fund has limited repurchase offers to the number of shares of common stock it can repurchase with 90% of the cash retained as a result of issuances of common stock under MSC Income Fund’s dividend reinvestment plan. At the discretion of the Board of Directors, MSC Income Fund may also use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable period to repurchase shares. MSC Income Fund’s Board of Directors may amend, suspend or terminate the share repurchase program upon 30 days’ notice.
On May 15, 2023, MSC Income Fund commenced a modified “Dutch Auction” tender offer (the “Modified Dutch Auction Tender Offer”) to purchase for cash, for an aggregate purchase price of not more than $2.0 million in value of its shares of common stock subject to the conditions described in the Offer to Purchase, dated May 15, 2023 which expired on June 13, 2023. Pursuant to the Modified Dutch Auction Tender Offer, MSC Income Fund repurchased 406,904 shares, representing 0.5% of its then outstanding shares, on June 21, 2023 at a price of $5.50 per share for an aggregate cost of $2.2 million, excluding fees and expenses related to the Modified Dutch Auction Tender Offer. MSC Income Fund used available cash to fund the purchases of its shares of common stock in the Modified Dutch Auction Tender Offer and to pay for all related fees and expenses. In accordance with rules promulgated by the SEC, MSC Income Fund had the option to
increase the number of shares accepted for payment in the Modified Dutch Auction Tender Offer by up to 2.0% of its outstanding shares without amending or extending the Modified Dutch Auction Tender Offer. MSC Income Fund exercised that option and increased the Modified Dutch Auction Tender Offer by $0.2 million to avoid any proration for the stockholders tendering shares at or below the clearing price. These shares are included in the total shares purchased noted above.
Since inception of its share repurchase program, MSC Income Fund has funded the repurchase of $139.5 million in shares of common stock, including the shares repurchased under the Modified Dutch Auction Tender Offer, as of June 30, 2023. For the three months ended June 30, 2023 and 2022, MSC Income Fund funded $6.5 million and $4.5 million, respectively, for shares of its common stock tendered for repurchase under the plan and the Modified Dutch Auction Tender Offer. For the six months ended June 30, 2023 and 2022, MSC Income Fund funded $10.5 million and $8.0 million, respectively, for shares of its common stock tendered for repurchase under the plan and the Modified Dutch Auction Tender Offer.
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