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 To the extent that the number of Shares duly tendered (and not withdrawn) exceed the number of Shares offered for repurchase, all of the Shares of Odd Lot Holders will be accepted for payment before any pro-...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 = 2024-04-25...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 April 25, 2024, 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...

mechanism = DUTCH...age ownership of any other persons. (3)Based on a total of 80,112,589 Shares issued and outstanding on March 26, 2024. Except for transactions pursuant to the DRIP, our sale of Shares to Main Street and the Company’s offer to repurchase Shares pursuant to our modified “Dutch Auction” tender offer as described in the tender offer statement and related offer materials, filed with the SEC on February 5, 2024, based upon our records and upon information provided to us, there have not been any other transactions in Shares that were effected during the past 60 days, by any of our directors or executive officers, any perso...

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...

price = USD 7.81...sued and outstanding Shares pursuant to the Offer, the number of shares we were able to repurchase in connection with our January 2024 tender offer, and assuming, as an example, a purchase price of $7.81 per Share, which was our net asset value per Share as of January 31, 2024, the total cost to us would be approximately $4,047,000. As discussed in Section 1, we are limiting the aggregate number of Shares to be repurchased to 90%...

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...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...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.A1A 3 msif-sctoxiq12024ex99a1a.htm EX-99.A1A Document Exhibit 99(a)(1)(A) Quarterly Share Repurchase Program Tender Offer OFFER TO PURCHASE SHARES OF COMMON STOCK FOR CASH AT A PURCHASE PRICE EQUAL TO THE NET ASSET VALUE PER SHARE AS OF MAY 1, 2024 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 APRIL 25, 2024, UNLESS THE OFFER IS EXTENDED. IF YOU DO NOT WISH TO TENDER YOUR SHARES, YOU NEED NOT TAKE...

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 March 26, 2024, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on April 25, 2024, and a total of 5,317,940 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 t...

untradeable = True...onnection with its May 1, 2024 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 May 1, 2024 (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 rela...

untradeable = True...onnection with its May 1, 2024 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 March 26, 2024, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on April 25, 2024, and a total of 5,317,940 Shares were validly tendered and not withdrawn purs...

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 = 5317940...forth in the Offer to Purchase, dated March 26, 2024, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on April 25, 2024, and a total of 5,317,940 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 May 1, 2024 (the funding date), the Company purchased a total of 536...