HOUSTON, Sept. 10,
2024 /PRNewswire/ -- Main Street Capital Corporation
(NYSE: MAIN) ("Main Street") is pleased to announce that MSC Income
Fund, Inc. ("MSC Income"), a non-listed business development
company ("BDC") for which Main Street's wholly owned registered
investment adviser, MSC Adviser I, LLC ("MSC Adviser"), serves as
the investment adviser and administrator, recently filed a
Definitive Proxy Statement (the "Definitive Special Proxy
Statement") with the U.S. Securities and Exchange Commission (the
"SEC") in connection with an upcoming Special Meeting of MSC Income
shareholders (the "MSC Income Special Meeting"). The Definitive
Special Proxy Statement details a series of proposals which Main
Street and MSC Income believe will position MSC Income to
effectuate a listing of its shares of common stock on a national
securities exchange (such as the New York Stock Exchange or NASDAQ
Stock Market) (a "Listing"), which may be accompanied by a
follow-on public offering of MSC Income's shares, in each case if
and when market conditions make it desirable to do so and if it is
otherwise in MSC Income's and its shareholders' best interest.
In commenting on the Definitive Special Proxy Statement,
Dwayne L. Hyzak, Main Street's Chief
Executive Officer, stated, "We continue to be very excited about
the potential changes at MSC Income Fund that are detailed in its
recent Definitive Special Proxy Statement filing, which are the
result of our continued efforts to find the best long-term outcome
for all MSC Income Fund stakeholders. We believe that the planned
activities and changes represent significant catalysts to the
future growth of MSC Income Fund and strengthen its ability to
continue to provide its shareholders with an attractive recurring
and growing quarterly dividend and favorable total shareholder
returns through a transition of MSC Income Fund's investment
strategy and investment portfolio to be solely focused on its
private loan investment strategy. We also understand that an option
for liquidity is a valuable feature of any investment, so we are
pleased that the Definitive Special Proxy Statement is a
significant step in providing all MSC Income Fund shareholders the
benefits of an equity security that is listed on a national
securities exchange."
Mr. Hyzak continued, "At the same time, we believe these planned
activities and changes provide significant future benefits to Main
Street's asset management business through the opportunity to grow
the management fees that our wholly owned adviser receives from MSC
Income Fund as it executes its growth plans. The changes also
increase the future growth potential of our lower middle market
investment portfolio as a result of MSC Income Fund's planned
transition to a private loan only investment strategy. We look
forward to sharing additional details of the expected future
benefits to the shareholders of both Main Street and MSC Income
Fund and the potential timing of a Listing and to executing on the
plans detailed in MSC Income Fund's Definitive Special Proxy
Statement."
Main Street believes that a Listing, and actions taken in
connection therewith, would provide several benefits to MSC Income
stakeholders, including, but not limited to the following:
- an opportunity for the significant growth of MSC Income through
near-term access to additional capital through the public capital
markets;
- significant benefits for MSC Income's shareholders associated
with an investment strategy intended to generate an attractive
recurring and growing quarterly dividend through an intentional
transition of MSC Income's investment strategy and investment
portfolio to be solely focused on its private loan investment
strategy, rather than its current focus primarily on its private
loan investment strategy and secondarily on its lower middle market
investment strategy; and
- a path to an option for full liquidity for those existing MSC
Income shareholders who desire such an option.
A Listing would also provide MSC Income with the longer-term
opportunity to access additional leverage capacity through a
potential future reduction in its minimum asset coverage ratio from
200% to 150%, subject to future approval of the MSC Income board of
directors or MSC Income's shareholders, which would allow MSC
Income to further optimize its leverage profile and shareholder
returns and support the future growth of its investment portfolio.
Effective upon a Listing, MSC Income and MSC Adviser would amend
their existing investment advisory agreement to better align with
MSC Income's transition to focus on its private loan investment
strategy, including changes to the base management fee and
incentive fee structures. The transactions and changes contemplated
in the Definitive Special Proxy Statement, including the proposed
amendment of MSC Income's investment advisory agreement with MSC
Adviser, have been approved by MSC Income's board of directors, but
remain subject to approval of MSC Income's shareholders.
For more information on the Definitive Special Proxy Statement
and the related MSC Income activities, including a supplemental
presentation outlining the details of MSC Income's potential
Listing and the potential impacts to Main Street, we encourage our
investors to visit the Presentations section of the Main Street
website at
https://www.mainstcapital.com/investors/news-events/presentations.
IMPORTANT NOTICE
This press release is for
informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities of Main Street or
MSC Income. The full details of the MSC Income proposals to be
considered at the MSC Income Special Meeting (the "Proposals") are
included in the Definitive Special Proxy Statement, which MSC
Income filed with the SEC on September 3,
2024. You should carefully read the Definitive Special Proxy
Statement because it contains important information about the MSC
Income Special Meeting and the Proposals.
ABOUT MAIN STREET CAPITAL CORPORATION
Main Street
(www.mainstcapital.com) is a principal investment firm that
primarily provides long-term debt and equity capital to lower
middle market companies and debt capital to middle market
companies. Main Street's portfolio investments are typically made
to support management buyouts, recapitalizations, growth
financings, refinancings and acquisitions of companies that operate
in diverse industry sectors. Main Street seeks to partner with
entrepreneurs, business owners and management teams and generally
provides "one-stop" financing alternatives within its lower middle
market investment strategy. Main Street's lower middle market
portfolio companies generally have annual revenues between
$10 million and $150 million. Main Street's middle market
portfolio companies are generally larger in size than its lower
middle market portfolio companies.
Main Street, through its wholly owned portfolio company MSC
Adviser, also maintains an asset management business through which
it manages investments for external parties, the largest of which
is MSC Income. MSC Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended.
ABOUT MSC INCOME FUND, INC.
MSC Income
(www.mscincomefund.com) is a principal investment firm primarily
focused on providing debt capital to middle market companies and
customized debt and equity financing to lower middle market
companies. MSC Income's lower middle market portfolio companies
generally have annual revenues between $10
million and $150 million. MSC
Income's middle market portfolio companies are generally larger in
size than its lower middle market portfolio companies.
FORWARD-LOOKING STATEMENTS
This communication contains
forward-looking statements, which are based upon Main Street and
MSC Income management's current expectations and are inherently
uncertain and which involve substantial risks and
uncertainties. These forward-looking statements include, without
limitation, statements relating to the following: the completion of
certain proposed transactions by MSC Income, including a Listing,
any potential follow-on public equity offering and the completion
of certain other transactions; MSC Income's planned transition to
focus on its private loan investment strategy; MSC Income's
potential to access additional leverage and to reduce the minimum
asset coverage requirement applicable to it under the Investment
Company Act of 1940, as amended; the declaration and payment of
future dividends; MSC Income providing a path to an option for full
liquidity for its shareholders; MSC Income, Main Street or their
respective shareholders achieving any benefits from any of the
foregoing; and anticipated approvals relating to the MSC Income
Special Meeting. The use of words such as "anticipates,"
"believes," "intends," "plans," "expects," "projects," "estimates,"
"will," "should," "may" and similar expressions identify any such
forward-looking statements. 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 Main Street's or MSC Income's
control, and that Main Street and MSC Income may or may not have
considered; accordingly, such forward-looking statements are
not guarantees or assurances of future performance or events
and are subject to various risks and uncertainties. Certain
factors could cause actual results, conditions and events to differ
materially from those projected or anticipated, including the risks
and uncertainties associated with (i) the timing or likelihood of
the completion of the proposed transactions by MSC Income described
in the Definitive Special Proxy Statement, (ii) the timing or
likelihood of the commencement and/or completion of any Listing
and/or any potential follow-on public equity offering and
uncertainty with respect to the trading levels of shares of MSC
Income's common stock following any Listing, (iii) the possibility
that MSC Income may fail to obtain the requisite shareholder
approval for one or more of the Proposals, (iv) regulatory factors
and general economic, political and market conditions at the time
of any potential future transaction or event referenced in this
communication, as well as other external factors, (v) changes in
laws or regulations or interpretations of current laws and
regulations that could impact implementation of one or more of the
Proposals or the transactions contemplated thereby, (vi) MSC
Income's or Main Street's plans, expectations, objectives and
intentions, as a result of any potential future transaction or
event referenced in this communication, and (vii) other factors
enumerated in Main Street's and MSC Income's filings with the SEC.
You should not place undue reliance on such forward-looking
statements, which speak only as of the date of this communication.
None of Main Street, MSC Income or any of their affiliates
undertakes any obligation to update any forward-looking statements
made herein, unless required by law. Therefore, you should not rely
on these forward-looking statements as representing the views of
Main Street, MSC Adviser, MSC Income or any of their affiliates as
of any date subsequent to the date of this communication. You
should read this communication and the documents referenced in this
communication completely and with the understanding that actual
future events and results may be materially different from
expectations. All forward-looking statements included in this
communication are qualified by these cautionary statements.
NO OFFER OR SOLICITATION
This communication is not,
and under no circumstances is it to be construed as, a prospectus
or an advertisement. Nothing in this communication shall constitute
an offer to sell, or a solicitation of an offer to buy, any
securities and this communication should not be interpreted or
construed as such. Any offers, solicitations or offers to buy, or
any sales of securities will be made in accordance with the
registration requirements of the Securities Act of 1933, as
amended, or an exemption therefrom.
Information contained on our website or MSC Income's website is
not incorporated by reference into this communication.
Contacts:
Main Street Capital
Corporation
Dwayne L.
Hyzak, CEO, dhyzak@mainstcapital.com
Ryan R. Nelson, CFO,
rnelson@mainstcapital.com
713-350-6000
Dennard Lascar Investor
Relations
Ken
Dennard | ken@dennardlascar.com
Zach Vaughan |
zvaughan@dennardlascar.com
713-529-6600
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content:https://www.prnewswire.com/news-releases/msc-income-fund-inc-files-definitive-proxy-statement-in-connection-with-potential-listing-of-its-shares-on-a-national-securities-exchange-302241656.html
SOURCE Main Street Capital Corporation
