MSC INCOME FUND, INC. MSCF

election_required = True...wn) that are not repurchased as a result of a pro-rata reduction in Shares repurchased. Any Stockholder who owns, beneficially or of record, aggregate of fewer than 100 Shares (an “odd lot”), properly tenders all, but not less than all, of its odd lot Shares, completes the section entitled “Odd Lots” in the Letter of Transmittal, and does not properly withdraw any of the tendered Shares before the Expiration Date is referred to herein as an “Odd Lot Holder.” To the extent that the number of Shares duly tendered (and not withdrawn) exceed the number of Shares offered for repurchase, all of the Shares of Odd Lot Holders will be accepted for payment before any pro-...

expiry = 2022-10-18...this Offer to Purchase and the related Letter of Transmittal (the “Letter of Transmittal”) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer will expire at 5:00 p.m., Central Time, on October 18, 2022, unless extended by us (the “Expiration Date”). THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 3 BELOW. IMPORTANT INFORMATION Stockholders who de...

expiry = 2022-10-18...hase Price”) as determined by the pricing committee of the Company’s board of directors (the “Board”). The number of Shares available to be repurchased is dependent upon the Purchase Price. THE OFFER WILL EXPIRE AT 5:00 P.M., CENTRAL TIME, ON OCTOBER 18, 2022, UNLESS THE OFFER IS EXTENDED BY US (THE “EXPIRATION DATE”). Any questions concerning the Offer to Purchase or this Letter of Transmittal may be directed to the following address: MSC Income Fund, Inc. 430 W. 7th Street Kansas City, Missou...

mechanism = NAVEX-99.1.A 2 msif-sctoxiq22022ex99a1a.htm EX-99.1.A Document Exhibit 99(a)(1)(A) OFFER TO PURCHASE SHARES OF COMMON STOCK FOR CASH AT A PURCHASE PRICE EQUAL TO THE NET ASSET VALUE PER SHARE ON NOVEMBER 1, 2022 THE OFFER WILL EXPIRE AND THE LETTER OF TRANSMITTAL MUST BE RECEIVED BY MSC INCOME FUND, INC. BY 5:00 P.M., CENTRAL TIME, ON OCTOBER 18, 2022, UNLESS THE OFFER IS EXTENDED. IF YOU DO NOT WISH TO TENDER YOUR SHARES, YOU NEED NOT TAKE ANY ACTION. To the Stockholders of MSC Income Fund, Inc.: MSC Income Fund, Inc. (the “...

mechanism = NAV...r Broker Dealer signature. Hines Investor Relations Toll-Free: 888.220.6121 Letter of Transmittal PURSUANT TO OUR SHARE REPURCHASE PROGRAM THIS IS AN OFFER TO PROVIDE LIMITED LIQUIDITY TO OUR STOCKHOLDERS. IF YOU HAVE NO DESIRE TO SELL ANY OF YOUR SHARES AT A PURCHASE PRICE EQUAL TO THE NET ASSET VALUE PER SHARE AS OF NOVEMBER 1, 2022, PLEASE DISREGARD THE REMAINDER OF THIS LETTER. This is the Letter of Transmittal for the Share Repurchase Program pursuant to the Offer to Purchase dated September 13, 2022 (the “Offer to Purchase”) to purchase a number of shares, determined in accordance with the Offer to Purchase, of issued and outstanding commo...

must_tender_all = True...f the date of this Offer are eligible to be repurchased pursuant to the Offer. If the amount of repurchase requests exceeds the number of Shares we seek to repurchase, we will repurchase Shares on a pro-rata basis, subject to the exception for Odd Lot Holders who tender all of their Shares. Notwithstanding any other provision of the Offer, we will not be required to purchase any Shares tendered pursuant to the Offer if such purchase will cause us to be in violation of the securities, commodities or other laws of the United States or any other relevant jurisdiction. Further, we will not be required to purchase any Shares te...

must_tender_all = True...stribution record dates that occur on or after the date that the Company has accepted your shares for purchase.. 3.ODD LOTS As described in Section 1 of the Offer to Purchase, under certain conditions, stockholders holding fewer than 100 Shares (an "odd lot") who tender all of their Shares (also known as "Odd Lot Holders") may have their Shares accepted for payment before any pro-rata reduction in the repurchase of other tendered Shares if the Offer to Purchase is oversubscribed. This preference is not available to partial tenders or to beneficial or record holders of 100 or more Shares in the aggregate even if these holde...

priority = True...t business day after the Offer otherwise would have expired. See Section 14 below. Are there conditions to the Offer? •Yes. If the amount of repurchase requests exceeds the number of Shares we seek to repurchase, we will repurchase Shares on a pro-rata basis, subject to “odd lot” priority as described in Section 1 below, in accordance with the number of Shares duly tendered by or on behalf of each Stockholder (and not so withdrawn). See Section 3 below for a more complete description of the conditions to the Offer. How do I tender my Shares? •If your Shares are registered in your name, you should obtain the Offer, which c...

priority = True...___________ c Specific dollar amount $_______________________________________ NOTE: If the aggregate amount of Shares tendered for repurchase exceeds the number of Shares the Company seeks to repurchase, the Company will repurchase Shares on a pro-rata basis, subject to "odd lot" priority, in accordance with the number of Shares duly tendered by or on behalf of each stockholder. See Item 5 below for additional considerations. Further an investor with no Shares outstanding after the completion of this Offer will not receive interest on the Purchase Price under any circumstances and will not be entitled to receive any distr...

priority = True...proceeds the Company received from the issuance of Shares under its distribution reinvestment plan). Because the amount of repurchase requests exceeded the number of Shares the Company sought to repurchase, the Company repurchased Shares on a pro-rata basis, subject to “odd lot” priority as described in the Offer. Stockholders who owned fewer than 100 shares in the aggregate and who properly tendered and did not withdraw such Shares and elected to be subject to “odd lot” priority were not subject to proration, in accordance with the terms of the Offer. All shares tendered by eligible Odd Lot Holders (as defined in the Of...

threshold = 100...s DRIP will be automatically discontinued for any Shares properly tendered for repurchase (and not withdrawn) that are not repurchased as a result of a pro-rata reduction in Shares repurchased. Any Stockholder who owns, beneficially or of record, aggregate of fewer than 100 Shares (an “odd lot”), properly tenders all, but not less than all, of its odd lot Shares, completes the section entitled “Odd Lots” in the Letter of Transmittal, and does not properly withdraw any of the tendered Shares before the Expiration Date is referred to herein as an “Odd Lot Holder.” To the extent that the number of Shares duly tendered (and not wi...

threshold = 100...eive any distributions on declared distribution record dates that occur on or after the date that the Company has accepted your shares for purchase.. 3.ODD LOTS As described in Section 1 of the Offer to Purchase, under certain conditions, stockholders holding fewer than 100 Shares (an "odd lot") who tender all of their Shares (also known as "Odd Lot Holders") may have their Shares accepted for payment before any pro-rata reduction in the repurchase of other tendered Shares if the Offer to Purchase is oversubscribed. This preference is not available to partial tenders or to beneficial or record holders of 100 or more Shares in...

threshold = 100...er its distribution reinvestment plan). Because the amount of repurchase requests exceeded the number of Shares the Company sought to repurchase, the Company repurchased Shares on a pro-rata basis, subject to “odd lot” priority as described in the Offer. Stockholders who owned fewer than 100 shares in the aggregate and who properly tendered and did not withdraw such Shares and elected to be subject to “odd lot” priority were not subject to proration, in accordance with the terms of the Offer. All shares tendered by eligible Odd Lot Holders (as defined in the Offer) were repurchased. Item 12. Exhibits. EXHIBIT NO. DESCRIPTION 107 Fi...

txn_type = TENDER_OFFEREX-99.1.A 2 msif-sctoxiq22022ex99a1a.htm EX-99.1.A Document Exhibit 99(a)(1)(A) OFFER TO PURCHASE SHARES OF COMMON STOCK FOR CASH AT A PURCHASE PRICE EQUAL TO THE NET ASSET VALUE PER SHARE ON NOVEMBER 1, 2022 THE OFFER WILL EXPIRE AND THE LETTER OF TRANSMITTAL MUST BE RECEIVED BY MSC INCOME FUND, INC. BY 5:00 P.M., CENTRAL TIME, ON OCTOBER 18, 2022, UNLESS THE OFFER IS EXTENDED. IF YOU DO NOT WISH TO TENDER YOUR SHARES, YOU NEED NOT...

txn_type = TENDER_OFFER...YOU HAVE NO DESIRE TO SELL ANY OF YOUR SHARES AT A PURCHASE PRICE EQUAL TO THE NET ASSET VALUE PER SHARE AS OF NOVEMBER 1, 2022, PLEASE DISREGARD THE REMAINDER OF THIS LETTER. This is the Letter of Transmittal for the Share Repurchase Program pursuant to the Offer to Purchase dated September 13, 2022 (the “Offer to Purchase”) to purchase a number of shares, determined in accordance with the Offer to Purchase, of issued and outstanding common stock, par value $0.001 per share (the “Shares”), of MSC Income Fund, Inc. (the “Company”) at a purchase price equal to the net asset value per Share as of November 1, 20...

txn_type = TENDER_OFFER...dar quarters. The purpose of the offer is to provide our stockholders (“Stockholders”) with limited liquidity because there is otherwise no public market for the Shares. The tender offer was made upon, and subject to, the terms and conditions set forth in the Offer to Purchase, dated September 13, 2022, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on October 18, 2022, and a total of 4,761,031 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date, an amount that exceeded the maximum number of Shares the Company off...

untradeable = True...tion with its November 1, 2022 dividend payment and (ii) 2.5% of the weighted average number of the Shares outstanding in the prior four calendar quarters. The purpose of the offer is to provide our stockholders (“Stockholders”) with limited liquidity because there is otherwise no public market for the Shares. See Section 2 below. The offer is for cash at a purchase price equal to the net asset value per Share as of November 1, 2022 (the “Purchase Price”) as determined by the pricing committee of the Company’s Board of Directors (the “Board”), and is made upon the terms and subject to the conditions set forth in this Offer to Purchase and the...

untradeable = True...tion with its November 1, 2022 dividend payment and (ii) 2.5% of the weighted average number of the Shares outstanding in the prior four calendar quarters. The purpose of the offer is to provide our stockholders (“Stockholders”) with limited liquidity because there is otherwise no public market for the Shares. The tender offer was made upon, and subject to, the terms and conditions set forth in the Offer to Purchase, dated September 13, 2022, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on October 18, 2022, and a total of 4,761,031 Shares were validly tendered and not withdraw...

oddlot_filled = IMPLIED...nder its distribution reinvestment plan). Because the amount of repurchase requests exceeded the number of Shares the Company sought to repurchase, the Company repurchased Shares on a pro-rata basis, subject to “odd lot” priority as described in the Offer. Stockholders who owned fewer than 100 shares in the aggregate and who properly tendered and did not withdraw such Shares and elected to be subject to “odd lot” priority were not subject to proration, in accordance with the terms of the Offer. All share...

tendered = 4761031...in the Offer to Purchase, dated September 13, 2022, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on October 18, 2022, and a total of 4,761,031 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date, an amount that exceeded the maximum number of Shares the Company offered to purchase pursuant to the Offer. In accordance with the terms of the Offer, on November 1, 2022 (the funding date), the Company purchased a total o...