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| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.
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| Item 2.03. | Entry into a Material Definitive Agreement. |
On July 27, 2021, MSC Income Fund, Inc., a Maryland corporation (the “Company”), together with MSC Equity Holding, LLC, a Delaware limited liability company, MSC Equity Holding II, Inc., a Delaware corporation, MSC California Holdings GP LLC, a Delaware limited liability company, and MSC California Holdings LP, a Delaware limited partnership, each a wholly-owned subsidiary of the Company, entered into an amendment (the “Amendment”) to the Amended and Restated Credit Agreement, dated March 11, 2014 among TIAA, FSB, as administrative agent, and TIAA, FSB and certain other financial institutions as lenders (the “TIAA Agreement”). The Amendment, among other things, permits the Company to increase the amount of outstanding unsecured subordinated indebtedness that is junior in right of payment to borrowings under the TIAA Agreement. The Amendment was unanimously approved by the Company’s board of directors (the “Board”), including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), of the Company or its investment adviser, MSC Adviser I, LLC (the “Adviser”).
In connection with the Amendment, on July 27, 2021 the Company also entered into an amended term loan agreement (the “Amended Term Loan Agreement”) with Main Street Capital Corporation, a Maryland corporation (“Main Street”), the parent company to the Adviser. The Amended Term Loan Agreement was unanimously approved by the Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the Investment Company Act, of the Company or the Adviser.
The Amended Term Loan Agreement provides for up to an additional $35.0 million of borrowings to the Company on substantially the same terms of existing borrowings under the term loan agreement. $20.0 million of borrowings under the Amended Term Loan Agreement were funded at closing (the “Second Term Loan”), and the Company may request two additional advances of $7.5 million during the period ending six months after the closing date of the Amended Term Loan Agreement (each, a “Delayed Draw Term Loan”).
Borrowings under the Amended Term Loan Agreement will mature on January 27, 2026, are expressly subordinated and junior in right of payment to all secured indebtedness of the Company and may be prepaid any time after July 27, 2023 (or the second anniversary of the latest date that a Delayed Draw Term Loan is borrowed) in accordance with the additional conditions described in the Term Loan Agreement.
The foregoing description of the Amendment and the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, and the Term Loan Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. | Financial Statements and Exhibits. |
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Exhibit 10.1 | Fifth Amendment to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 27, 2021, by and among the Registrant, MSC Equity Holding, LLC, MSC Equity Holding II, Inc., MSC California Holdings GP LLC, MSC California Holdings LP, the lenders party thereto and TIAA, FSB. |
Exhibit 10.2 | Amended Term Loan Agreement, dated as of July 27, 2021 by and between the Registrant and Main Street Capital Corporation (incorporated by reference to Appendix B to Exhibit 10.1). |
