MSC Income Fund, Inc. Files Preliminary Proxy Statement in Connection with Potential Listing of its Shares on a National Securities Exchange
Main Street Capital (NYSE: MAIN) announced that MSC Income Fund, Inc., a non-listed BDC managed by Main Street's wholly owned adviser, has filed a Preliminary Proxy Statement for a Special Meeting. The meeting aims to approve proposals that could lead to listing MSC Income's shares on a national securities exchange, potentially followed by a public offering.
The proposed changes include:
- Transitioning MSC Income's strategy to focus solely on Private Loan investments
- Amending the investment advisory agreement to align with this new focus
- Providing liquidity options for existing shareholders
- Enabling significant growth through access to public capital markets
These changes are expected to benefit both MSC Income and Main Street shareholders, offering growth opportunities and increased management fees for Main Street's asset management business.
Main Street Capital (NYSE: MAIN) ha annunciato che MSC Income Fund, Inc., un BDC non quotato gestito dal consulente interamente posseduto da Main Street, ha presentato una Dichiarazione di Proxy Preliminare per una Riunione Straordinaria. L'incontro mira ad approvare proposte che potrebbero portare alla quotazione delle azioni di MSC Income su una borsa valori nazionale, potenzialmente seguita da un'offerta pubblica.
Le modifiche proposte includono:
- Transizione della strategia di MSC Income per concentrarsi esclusivamente sugli investimenti in prestiti privati
- Modifica dell'accordo di consulenza sugli investimenti per allinearsi a questo nuovo focus
- Fornire opzioni di liquidità per gli azionisti esistenti
- Abilitare una crescita significativa attraverso l'accesso ai mercati dei capitali pubblici
Queste modifiche dovrebbero beneficiare sia MSC Income che gli azionisti di Main Street, offrendo opportunità di crescita e commissioni di gestione aumentate per l'attività di gestione patrimoniale di Main Street.
Main Street Capital (NYSE: MAIN) anunció que MSC Income Fund, Inc., un BDC no cotizado gestionado por el asesor completamente propiedad de Main Street, ha presentado una Declaración de Poder Preliminar para una Reunión Especial. El objetivo de la reunión es aprobar propuestas que podrían llevar a la cotización de las acciones de MSC Income en una bolsa de valores nacional, potencialmente seguidas de una oferta pública.
Los cambios propuestos incluyen:
- Transición de la estrategia de MSC Income para enfocarse únicamente en inversiones en préstamos privados
- Modificación del acuerdo de asesoramiento de inversiones para alinearse con este nuevo enfoque
- Proveer opciones de liquidez para los accionistas existentes
- Permitir un crecimiento significativo a través del acceso a los mercados de capitales públicos
Se espera que estos cambios beneficien tanto a MSC Income como a los accionistas de Main Street, ofreciendo oportunidades de crecimiento y mayores comisiones de gestión para el negocio de gestión de activos de Main Street.
Main Street Capital (NYSE: MAIN)는 Main Street의 전액 소유 자문의 관리하에 있는 비상장 BDC인 MSC Income Fund, Inc.가 특별 회의를 위한 초안 위임장을 제출했다고 발표했습니다. 이번 회의는 MSC Income의 주식을 국가 증권 거래소에 상장하는 것에 대한 제안을 승인하기 위해 개최됩니다. 이는 잠재적으로 공개 제안으로 이어질 수 있습니다.
제안된 변경 사항은 다음과 같습니다:
- MSC Income의 전략을 개인 대출 투자에만 집중하도록 전환하기
- 이 새로운 집중에 맞게 투자 자문 계약 수정하기
- 기존 주주를 위한 유동성 옵션 제공하기
- 공공 자본 시장에 접근하여 상당한 성장 가능성 마련하기
이러한 변화는 MSC Income과 Main Street 주주 모두에게 이익을 줄 것으로 예상되며, Main Street의 자산 관리 사업에 대한 성장 기회와 증가된 관리 수수료를 제공할 것입니다.
Main Street Capital (NYSE: MAIN) a annoncé que MSC Income Fund, Inc., un BDC non coté géré par le conseiller entièrement détenu par Main Street, a déposé une déclaration de procuration préliminaire pour une assemblée spéciale. La réunion vise à approuver des propositions qui pourraient conduire à la cotation des actions de MSC Income sur une bourse nationale, potentiellement suivie d'une offre publique.
Les modifications proposées incluent :
- La transition de la stratégie de MSC Income pour se concentrer uniquement sur les investissements dans des prêts privés
- La modification de l'accord de conseil en investissement pour s'aligner sur ce nouveau focus
- La fourniture d'options de liquidité pour les actionnaires existants
- La possibilité d'une croissance significative grâce à l'accès aux marchés des capitaux publics
Ces changements devraient profiter à la fois à MSC Income et aux actionnaires de Main Street, offrant des opportunités de croissance et des frais de gestion accrus pour l'activité de gestion d'actifs de Main Street.
Main Street Capital (NYSE: MAIN) gab bekannt, dass MSC Income Fund, Inc., ein nicht börsennotierter BDC, der von dem vollständig im Besitz von Main Street befindlichen Berater verwaltet wird, eine vorläufige Proxy-Erklärung für eine Sonderversammlung eingereicht hat. Ziel der Versammlung ist es, Vorschläge zu genehmigen, die zu einer Notierung der Anteile von MSC Income an einer nationalen Wertpapierbörse führen könnten, die möglicherweise von einem öffentlichen Angebot gefolgt wird.
Die vorgeschlagenen Änderungen umfassen:
- Umstellung der Strategie von MSC Income, um sich ausschließlich auf private Darlehensinvestitionen zu konzentrieren
- Änderung des Anlageberatungsvertrags, um sich auf diesen neuen Fokus auszurichten
- Angebot von Liquiditätsoptionen für bestehende Aktionäre
- Ermöglichung wesentlicher Wachstumschancen durch Zugang zu öffentlichen Kapitalmärkten
Diese Änderungen sollen sowohl MSC Income als auch den Aktionären von Main Street zugutekommen und Wachstumschancen sowie erhöhte Verwaltungsgebühren für das Asset-Management-Geschäft von Main Street bieten.
- Potential listing of MSC Income Fund on a national securities exchange, providing liquidity for shareholders
- Opportunity for significant growth of MSC Income through access to public capital markets
- Transition to a focused Private Loan investment strategy for MSC Income
- Potential increase in management fees for Main Street Capital's asset management business
- Possibility of reducing MSC Income's minimum asset coverage ratio from 200% to 150%, allowing for optimized leverage and returns
- Proposed changes are subject to shareholder approval and may not be implemented
- Listing and public offering are dependent on market conditions and may not occur
The filing of a preliminary proxy statement by MSC Income Fund, Inc. for a potential listing on a national securities exchange is a significant development that could reshape the company's future. This move, if approved by shareholders, could have far-reaching implications for both MSC Income and its parent company, Main Street Capital
From a financial perspective, the proposed listing offers several potential benefits:
- Enhanced capital access: A public listing would provide MSC Income with greater access to capital markets, potentially enabling faster growth and expansion of its investment portfolio.
- Improved liquidity: For existing shareholders, a listing offers a path to liquidity, which is often a important consideration for investors in non-listed entities.
- Leverage optimization: The possibility of reducing the minimum asset coverage ratio from
200% to150% could allow MSC Income to optimize its leverage profile, potentially enhancing returns for shareholders.
However, it's important to note that these benefits come with increased scrutiny and regulatory requirements associated with being a publicly-traded company. The proposed changes to the investment advisory agreement, including adjustments to fee structures, warrant close examination to ensure they align with shareholder interests.
For Main Street Capital , this move could significantly boost its asset management business. The potential for increased management fees from MSC Income's growth could provide a steady revenue stream, diversifying Main Street's income sources.
Investors should closely monitor the outcome of the shareholder vote and, if approved, the subsequent listing process. The market's reception to the listing and any follow-on offering will be important indicators of the strategy's success.
The potential listing of MSC Income Fund on a national securities exchange represents a strategic shift in the Business Development Company (BDC) sector. This move aligns with broader market trends where investors are increasingly seeking liquidity and transparency in alternative investment vehicles.
Key market implications include:
- Sector consolidation: A successful listing could trigger similar moves by other non-listed BDCs, potentially leading to sector consolidation and increased competition for deals.
- Investor base expansion: A public listing could attract a wider range of investors, including those who previously avoided non-listed BDCs due to liquidity concerns.
- Market valuation insights: The listing will provide valuable market-based valuation data for the private loan investment strategy, which could influence pricing and strategies across the BDC sector.
The transition to a solely Private Loan investment strategy is particularly noteworthy. This specialization could differentiate MSC Income in the market, potentially leading to premium valuations if executed successfully. However, it also concentrates risk and may limit diversification opportunities.
The market's reaction to this listing, if it proceeds, will be a important indicator of investor appetite for specialized BDCs. It could set a precedent for how the market values focused investment strategies within the BDC structure.
Investors and market participants should closely monitor this development, as it has the potential to reshape the competitive landscape of the BDC sector and influence how these vehicles are structured and marketed in the future.
In commenting on the Special Proxy Statement, Dwayne L. Hyzak, Main Street's Chief Executive Officer, stated, "We are very excited about the potential changes at MSC Income Fund that are detailed in its recent 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 a very attractive source of recurring current dividend income and attractive 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 Special Proxy Statement is a significant first 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. 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 Special Proxy Statement."
Main Street believes that a Listing 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; and
- a path to an option for full liquidity for those existing MSC Income shareholders who desire such 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
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 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.
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 Special Proxy Statement, which MSC Income filed with the SEC on July 24, 2024. The Special Proxy Statement is not final and is subject to change. Once final, MSC Income will file a definitive proxy statement on Schedule 14A relating to the MSC Income Special Meeting (the "Definitive Special Proxy Statement") with the SEC. You should carefully read the Definitive Special Proxy Statement when it becomes available because it will contain 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
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
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 filings and 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 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, (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) 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 (vi) 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 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transactions referenced in this communication, including seeking to obtain MSC Income shareholder approval in connection with the Proposals, MSC Income plans to file the Definitive Special Proxy Statement with the SEC and deliver it to MSC Income's shareholders. The Definitive Special Proxy Statement will contain important information about MSC Income, any proposed transactions and related matters. This communication is not a substitute for the Definitive Special Proxy Statement or for any other document that MSC Income, Main Street or another party may file with the SEC and send to MSC Income's shareholders in connection with the proposed transactions. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF MSC INCOME ARE URGED TO READ THE DEFINITIVE SPECIAL PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MSC INCOME, THE PROPOSALS, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC's website, http://www.sec.gov.
PARTICIPANTS IN THE SOLICITATION
MSC Income and MSC Adviser's parent company, Main Street, which beneficially owns 1,919,596 shares of MSC Income's common stock, and MSC Income's and Main Street's respective directors and officers and certain personnel of MSC Adviser and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Proposals and proposed transactions. Information about the directors and executive officers of MSC Income is set forth in its definitive proxy statement for its 2024 Annual Meeting of Shareholders, which was filed with the SEC on May 29, 2024. Information about the directors and executive officers of Main Street is set forth in its definitive proxy statement for its 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 25, 2024. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of MSC Income's shareholders in connection with the Proposals will be contained in the Definitive Special Proxy Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above.
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.
Contacts:
Main Street Capital Corporation
Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com
Jesse E. Morris, CFO & COO, jmorris@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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SOURCE Main Street Capital Corporation
FAQ
What is the purpose of MSC Income Fund's Preliminary Proxy Statement filing?
How might the proposed changes affect Main Street Capital (NYSE: MAIN)?
What are the potential benefits of listing MSC Income Fund on a national exchange?
What changes are proposed for MSC Income Fund's investment strategy?
