Item 1.01 Entry into a Material Definitive Agreement.
The information contained in Item 2.03 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 22, 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 Amendment was unanimously approved by the Company’s board of directors, 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, of the Company or its investment adviser, MSC Adviser I, LLC.
Under the Amendment, among other changes, (i) the aggregate revolving commitments by lenders were increased to $165,000,000 (the “Credit Facility”) with an accordion feature permitting commitments from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $200,000,000, subject to certain conditions, (ii) the revolving period under the Credit Facility was extended to September 1, 2025 and the final maturity date of the Credit Facility was extended to March 1, 2026, (iii) the financial covenants were amended to reduce the asset coverage ratio from 2.10x to 2.00x and (iv) the applicable margin was reduced from L+260 to L+240. The Amendment also included several other changes to the Credit Facility, including updated LIBOR transition provisions.
Affiliates of TIAA, FSB and other lenders under the Credit Facility, may from time to time receive customary fees and expenses in the performance of investment banking, financial advisory or other services for the Company.
The above summary is not complete and is qualified in its entirety to the full text of the Amendment and related documents, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 22, 2021, the Company issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
