Item 1.01.Entry into a Material Definitive Agreement.
On August 31, 2026, MSC Income Fund, Inc., a Maryland corporation (the “Company”) and certain qualified
institutional investors entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”), which governs
the issuance of $150,000,000 in aggregate principal amount of 6.83% Series A Senior Notes due 2029 (the “Series A
Notes”). The Series A Notes bear a fixed interest rate of 6.83% per year and mature on September 30, 2029, unless
redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. On September 1, 2026,
the Company issued $75.0 million of Series A Notes pursuant to the Note Purchase Agreement, and will issue an additional
$75.0 million in October 2026.
Interest on the Series A Notes will be due semiannually on March 31 and September 30 each year, beginning on
March 31, 2027. The Series A Notes may be redeemed in whole or in part at any time or from time to time at the
Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In
addition, the Company is obligated to offer to prepay the Series A Notes at par plus accrued and unpaid interest up to, but
excluding, the date of prepayment, if certain change in control events occur. The Series A Notes are general unsecured
obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness
issued by the Company.
The Company intends to use the net proceeds from the offering of Series A Notes to repay the $150.0 million of
outstanding 4.04% Series A Senior Notes due 2026 on or before their maturity on October 30, 2026. Pending such use, the
Company intends to repay a portion of the debt outstanding under its floating rate multi-year revolving credit facility (the
“Corporate Facility”) and its special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the
Corporate Facility, the “Credit Facilities”) and then, through re-borrowing under the Credit Facilities, to fund investments
in accordance with its investment objective and strategies, to pay operating expenses and other cash obligations, and for
general corporate purposes.
The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a
private placement, including, without limitation, affirmative and negative covenants such as information reporting,
maintenance of the Company’s status as a business development company within the meaning of the Investment Company
Act of 1940, as amended (the “1940 Act”), a minimum asset coverage ratio and a minimum consolidated net worth. In
addition, upon the occurrence of a Below Investment Grade Event, a Secured Debt Ratio Event and/or an Unsecured Debt
Coverage Ratio Event (each as defined in the Note Purchase Agreement), the Series A Notes will bear interest at an
increased rate from the date of the occurrence of the Below Investment Grade Event and/or Senior Debt Ratio Event to and
until the date on which the Below Investment Grade Event and/or Senior Debt Ratio Event is no longer continuing.
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods,
including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-
default under other indebtedness of the Company or subsidiary guarantors subject to a cure pass-through, certain judgments
and orders and certain events of bankruptcy.
The Series A Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the
“Securities Act”). The Series A Notes have not and will not be registered under the Securities Act or any state securities
laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act, as applicable.
The description above is only a summary of the material provisions of the Note Purchase Agreement and is
qualified in its entirety by reference to the copy of the Note Purchase Agreement, which is incorporated by reference and
filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference herein.
Item 8.01. Other Events.
On September 1, 2026, 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.