MSC Income Fund Inc美股招股说明书(2025-01-30版)

Common Stock We are an externally managed, closed-end, non-diversified management investment companythat has elected to be regulated as a business development company (“BDC”) under the InvestmentCompany Act of 1940 (the “1940 Act”). We are managed by MSC Adviser I, LLC (the “Adviser”), aregistered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), which iswholly-owned by Main Street Capital Corporation, a New York Stock Exchange-listed BDC (“MainStreet”). Our principal investment objective is to maximize our investment portfolio’s total return, primarilyby generating current income from our debt investments and, to a lesser extent, by generating currentincome and capital appreciation from our equity and equity-related investments, including warrants,convertible securities and other rights to acquire equity securities in a portfolio company. We seek toachieve our investment objective primarily by providing debt capital to private (“Private Loan”) companiesowned by or in the process of being acquired by a private equity fund (our “Private Loan investmentstrategy”) and secondarily by providing customized long-term debt and equity capital solutions to lowermiddle market (“LMM”) companies (our “LMM investment strategy”). A portion of our Private Loaninvestments may include equity investments in our Private Loan companies. Our Private Loan investmentstrategy involves investments in companies that generally have annual revenues between $25 million and$500 million and annual earnings before interest, tax, depreciation and amortization expenses (“EBITDA”)between $7.5 million and $50 million. Our LMM investment strategy involves investments in companiesthat generally have annual revenues between $10 million and $150 million and annual EBITDA between$3 million and $20 million. We also maintain a legacy portfolio of investments in larger middle market (“Middle Market”)companies, with annual revenues typically between $150 million and $1.5 billion (our “Middle Marketinvestment portfolio”). Our Middle Market investments are generally debt investments in companiesowned by a private equity fund that were originally issued through a syndication financing process. Wehave generally stopped making new Middle Market investments and expect our Middle Market investmentportfolio to continue to decline in future periods as our existing Middle Market investments are repaid orsold. Our Private Loan, LMM and Middle Market investments generally range in size from $1 million to$20 million. Geographically, we maintain a diversified portfolio throughout the United States. In contemplation of this public offering, our board of directors and the Adviser decided to shift ourfuture investment strategy with respect to new platform investments to be solely focused on our PrivateLoan investment strategy. As a result, the size of our LMM investment portfolio is expected to decreaseover time as we make new investments consistent with our Private Loan investment strategy and ourexisting LMM investments are repaid or sold in the ordinary course of business. We do, however, plan tocontinue executing follow on investments in our existing LMM portfolio companies going forward inaccordance with our existing SEC order for co-investment exemptive relief. Additionally, on December 16, 2024, we effectuated a 2-for-1 reverse stock split of ouroutstanding common stock pursuant to approval from our board of directors (the “Reverse Stock Split”).As a result of the Reverse Stock Split, every two shares of our issued and outstanding common stockwere converted into one share of issued and outstanding common stock, without any change in the parvalue per share or the number of authorized shares of our common stock. Unless otherwise indicated, allfigures in this prospectus reflect the implementation of the Reverse Stock Split. Table of ContentsThis is a public offering of shares of our common stock. All of the shares of common stock offered by this prospectus are being sold by us. Shares of our common stock have no history of public trading. The public offering price per shareof our common stock is $15.53. Our shares have been approved for listing on The New York StockExchange under the symbol “MSIF”. At the Company’s request, the underwriters have reserved for sale at the public offering price pershare up to 7% of the shares of common stock sold in this offering to certain individuals, including ourdirectors, officers, employees and certain other individuals identified by us, through a directed shareprogram (the “DSP Reserved Shares”). We will not pay underwriting discounts and commissions on theDSP Reserved Shares sold to such persons. To the extent acquired by a director or executive officer ofthe Company, the DSP Reserved Shares will be subject to the lock-up agreement with the underwritersdescribed elsewhere in this prospectus. Furthermore, as required by the Financial Industry RegulatoryAuthority, Inc., DSP Reserved Shar