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12023-03-310001535778Batjer TopCo, LLC, Secured Debt 22023-03-310001535778Batjer TopCo, LLC, Preferred Stock2023-03-310001535778msif:BatjerTopCoLLCMember2023-03-310001535778Brewer Crane Holdings, LLC, Secured Debt2023-03-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2023-03-310001535778msif:BrewerCraneHoldingsLLCMember2023-03-310001535778Centre Technologies Holdings, LLC, Secured Debt 12023-03-310001535778Centre Technologies Holdings, LLC, Secured Debt 22023-03-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2023-03-310001535778msif:CentreTechnologiesHoldingsLLCMember2023-03-310001535778Chamberlin Holding LLC, Secured Debt 12023-03-310001535778Chamberlin Holding LLC, Secured Debt 22023-03-310001535778Chamberlin Holding LLC, Member Units 12023-03-310001535778Chamberlin Holding LLC, Member Units 22023-03-310001535778msif:ChamberlinHoldingLLCMember2023-03-310001535778Charps, LLC, Preferred Member Units2023-03-310001535778Clad-Rex Steel, LLC, Secured 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22023-03-310001535778msif:NuStepLLCMember2023-03-310001535778Oneliance, LLC, Secured Debt2023-03-310001535778Oneliance, LLC, Preferred Stock2023-03-310001535778msif:OnelianceLLCMember2023-03-310001535778Orttech Holdings, LLC, Secured Debt 12023-03-310001535778Orttech Holdings, LLC, Secured Debt 22023-03-310001535778Orttech Holdings, LLC, Preferred Stock2023-03-310001535778msif:OrttechHoldingsLLCMember2023-03-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 12023-03-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 22023-03-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2023-03-310001535778msif:RobbinsBrosJewelryIncMember2023-03-310001535778SI East, LLC, Secured Debt 12023-03-310001535778SI East, LLC, Secured Debt 22023-03-310001535778SI East, LLC, Preferred Member Units2023-03-310001535778msif:SIEastLLCMember2023-03-310001535778Sonic Systems International, LLC, Secured Debt2023-03-310001535778Sonic Systems International, LLC, Common Stock2023-03-310001535778msif:SonicSystemsInternationalLLCMember2023-03-310001535778Student Resource Center, LLC, Secured Debt2023-03-310001535778Student Resource Center, LLC, Preferred Equity2023-03-310001535778msif:StudentResourceCenterLLCMember2023-03-310001535778Tedder Industries, LLC, Secured Debt 12023-03-310001535778Tedder Industries, LLC, Secured Debt 22023-03-310001535778Tedder Industries, LLC, Preferred Member Units 12023-03-310001535778Tedder Industries, LLC, Preferred Member Units 22023-03-310001535778msif:TedderIndustriesLLCMember2023-03-310001535778Trantech Radiator Topco, LLC, Secured Debt 12023-03-310001535778Trantech Radiator Topco, LLC, Secured Debt 22023-03-310001535778Trantech Radiator Topco, LLC, Common Stock2023-03-310001535778msif:TrantechRadiatorTopcoLLCMember2023-03-310001535778Volusion, LLC, Secured Debt2023-03-310001535778Volusion, LLC, Preferred Member Units 12023-03-310001535778Volusion, LLC, Preferred Member Units 22023-03-310001535778Volusion, LLC, Preferred Member Units 32023-03-310001535778Volusion, LLC, Common Stock2023-03-310001535778msif:VolusionLLCMember2023-03-310001535778VVS Holdco LLC, Secured Debt 12023-03-310001535778VVS Holdco LLC, Secured Debt 22023-03-310001535778VVS Holdco LLC, Preferred Equity2023-03-310001535778msif:VVSHoldcoLLCMember2023-03-310001535778AAC Holdings, Inc., Secured Debt 12023-03-310001535778AAC Holdings, Inc., Secured Debt 22023-03-310001535778AAC Holdings, Inc., Common Stock2023-03-310001535778AAC Holdings, Inc., Warrants2023-03-310001535778msif:AACHoldingsIncMember2023-03-310001535778AB Centers Acquisition 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Operating, LLC, Secured Debt 32023-03-310001535778ATS Operating, LLC, Common Stock2023-03-310001535778msif:ATSOperatingLLCMember2023-03-310001535778AVEX Aviation Holdings, LLC, Secured Debt 12023-03-310001535778AVEX Aviation Holdings, LLC, Secured Debt 22023-03-310001535778AVEX Aviation Holdings, LLC, Common Equity2023-03-310001535778msif:AVEXAviationHoldingsLLCMember2023-03-310001535778BBB Tank Services, LLC, Unsecured Debt 12023-03-310001535778BBB Tank Services, LLC, Unsecured Debt 22023-03-310001535778BBB Tank Services, LLC, Member Units2023-03-310001535778BBB Tank Services, LLC, Preferred Stock (non-voting)2023-03-310001535778msif:BBBTankServicesLLCMember2023-03-310001535778Berry Aviation, Inc., Secured Debt2023-03-310001535778Berry Aviation, Inc., Preferred Member Units 12023-03-310001535778Berry Aviation, Inc., Preferred Member Units 22023-03-310001535778msif:BerryAviationIncMember2023-03-310001535778Bettercloud, Inc., Secured Debt 12023-03-310001535778Bettercloud, Inc., Secured 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Glass Intermediate Holding Company, Inc., Secured Debt 12023-03-310001535778Burning Glass Intermediate Holding Company, Inc., Secured Debt 22023-03-310001535778msif:BurningGlassIntermediateHoldingCompanyIncMember2023-03-310001535778Cadence Aerospace LLC, Secured Debt 12023-03-310001535778Cadence Aerospace LLC, Secured Debt 22023-03-310001535778Cadence Aerospace LLC, Secured Debt 32023-03-310001535778Cadence Aerospace LLC, Secured Debt 42023-03-310001535778Cadence Aerospace LLC, Secured Debt 52023-03-310001535778msif:CadenceAerospaceLLCMember2023-03-310001535778CAI Software LLC, Preferred Equity 12023-03-310001535778CAI Software LLC, Preferred Equity 22023-03-310001535778msif:CAISoftwareLLCMember2023-03-310001535778Camin Cargo Control, Inc., Secured Debt2023-03-310001535778Career Team Holdings, LLC, Secured Debt 12023-03-310001535778Career Team Holdings, LLC, Secured Debt 22023-03-310001535778Career Team Holdings, LLC, Common Stock2023-03-310001535778msif:CareerTeamHoldingsLLCMember2023-03-310001535778CaseWorthy, Inc., Secured Debt 12023-03-310001535778CaseWorthy, Inc., Secured Debt 22023-03-310001535778CaseWorthy, Inc., Secured Debt 32023-03-310001535778CaseWorthy, Inc., Common Equity2023-03-310001535778msif:CaseWorthyIncMember2023-03-310001535778Channel Partners Intermediateco, LLC, Secured Debt 12023-03-310001535778Channel Partners Intermediateco, LLC, Secured Debt 22023-03-310001535778Channel Partners Intermediateco, LLC, Secured Debt 32023-03-310001535778msif:ChannelPartnersIntermediatecoLLCMember2023-03-310001535778Clarius BIGS, LLC, Secured Debt2023-03-310001535778Classic H&G Holdings, LLC, Secured Debt 12023-03-310001535778Classic H&G Holdings, LLC, Secured Debt 22023-03-310001535778Classic H&G Holdings, LLC, Preferred Member Units2023-03-310001535778msif:ClassicHGHoldingsLLCMember2023-03-310001535778Computer Data Source, LLC, Secured Debt 12023-03-310001535778Computer Data Source, LLC, Secured Debt 22023-03-310001535778msif:ComputerDataSourceLLCMember2023-03-310001535778Construction Supply Investments, LLC, Member Units2023-03-310001535778Dalton US Inc., Secured Debt 12023-03-310001535778Dalton US Inc., Secured Debt 22023-03-310001535778Dalton US Inc., Secured Debt 32023-03-310001535778Dalton US Inc., Common Stock2023-03-310001535778msif:DaltonUSIncMember2023-03-310001535778DMA Industries, LLC, Secured Debt2023-03-310001535778DMA Industries, LLC, Preferred Equity2023-03-310001535778msif:DMAIndustriesLLCMember2023-03-310001535778DTE Enterprises, LLC, Secured Debt 12023-03-310001535778DTE Enterprises, LLC, Secured Debt 22023-03-310001535778DTE Enterprises, LLC, Class A Preferred Member Units2023-03-310001535778DTE Enterprises, LLC, Class AA Preferred Member Units (non-voting)2023-03-310001535778msif:DTEEnterprisesLLCMember2023-03-310001535778Dynamic Communities, LLC, Secured Debt 12023-03-310001535778Dynamic Communities, LLC, Secured Debt 22023-03-310001535778Dynamic Communities, LLC, Preferred Equity 12023-03-310001535778Dynamic Communities, LLC, Preferred Equity 22023-03-310001535778Dynamic Communities, LLC, Common Equity2023-03-310001535778msif:DynamicCommunitiesLLCMember2023-03-310001535778Elgin AcquireCo, LLC, Secured Debt 12023-03-310001535778Elgin AcquireCo, LLC, Secured Debt 22023-03-310001535778Elgin AcquireCo, LLC, Secured Debt 32023-03-310001535778Elgin AcquireCo, LLC, Common Stock 12023-03-310001535778Elgin AcquireCo, LLC, Common Stock 22023-03-310001535778msif:ElginAcquireCoLLCMember2023-03-310001535778Emerald Technologies Acquisition Co, Inc., Secured Debt2023-03-310001535778Engineering Research & Consulting, LLC, Secured Debt 12023-03-310001535778Engineering Research & Consulting, LLC, Secured Debt 22023-03-310001535778msif:EngineeringResearchConsultingLLCMember2023-03-310001535778EPIC Y-Grade Services, LP, Secured Debt2023-03-310001535778Event Holdco, LLC, Secured Debt 12023-03-310001535778Event Holdco, LLC, Secured Debt 22023-03-310001535778msif:EventHoldcoLLCMember2023-03-310001535778Flip Electronics LLC, Secured Debt 12023-03-310001535778Flip Electronics LLC, Secured Debt 22023-03-310001535778msif:FlipElectronicsLLCMember2023-03-310001535778Hawk Ridge Systems, LLC, Secured Debt 12023-03-310001535778Hawk Ridge Systems, LLC, Secured Debt 22023-03-310001535778Hawk Ridge Systems, LLC, Preferred Member Units 12023-03-310001535778Hawk Ridge Systems, LLC, Preferred Member Units 22023-03-310001535778msif:HawkRidgeSystemsLLCMember2023-03-310001535778HDC/HW Intermediate Holdings, Secured Debt 12023-03-310001535778HDC/HW Intermediate Holdings, Secured Debt 22023-03-310001535778msif:HDCHWIntermediateHoldingsMember2023-03-310001535778HEADLANDS OP-CO LLC, Secured Debt 12023-03-310001535778HEADLANDS OP-CO LLC, Secured Debt 22023-03-310001535778HEADLANDS OP-CO LLC, Secured Debt 32023-03-310001535778msif:HEADLANDSOPCOLLCMember2023-03-310001535778Hybrid Promotions, LLC, Secured Debt2023-03-310001535778IG Parent Corporation, Secured Debt 12023-03-310001535778IG Parent Corporation, Secured Debt 22023-03-310001535778msif:IGParentCorporationMember2023-03-310001535778Implus Footcare, LLC, Secured Debt2023-03-310001535778Independent Pet Partners Intermediate Holdings, LLC, Secured Debt 12023-03-310001535778Independent Pet Partners Intermediate Holdings, LLC, Secured Debt 22023-03-310001535778Independent Pet Partners Intermediate Holdings, LLC, Secured Debt 32023-03-310001535778Independent Pet Partners Intermediate Holdings, LLC, Preferred Stock (non-voting) 12023-03-310001535778Independent Pet Partners Intermediate Holdings, LLC, Preferred Stock (non-voting) 22023-03-310001535778Independent Pet Partners Intermediate Holdings, LLC, Member Units2023-03-310001535778Independent Pet Partners Intermediate Holdings, LLC, Warrants2023-03-310001535778msif:IndependentPetPartnersIntermediateHoldingsLLCMember2023-03-310001535778Industrial Services Acquisition, LLC, Secured Debt 12023-03-310001535778Industrial Services Acquisition, LLC, Secured Debt 22023-03-310001535778Industrial Services Acquisition, LLC, Preferred Member Units 12023-03-310001535778Industrial Services Acquisition, LLC, Preferred Member Units 22023-03-310001535778Industrial Services Acquisition, LLC, Member Units2023-03-310001535778msif:IndustrialServicesAcquisitionLLCMember2023-03-310001535778Infinity X1 Holdings, LLC, Secured Debt2023-03-310001535778Infinity X1 Holdings, LLC, Preferred Equity2023-03-310001535778msif:InfinityX1HoldingsLLCMember2023-03-310001535778Infolinks Media Buyco, LLC, Secured Debt 12023-03-310001535778Infolinks Media Buyco, LLC, Secured Debt 22023-03-310001535778msif:InfolinksMediaBuycoLLCMember2023-03-310001535778Interface Security Systems, L.L.C, Secured Debt 22023-03-310001535778Interface Security Systems, L.L.C, Secured Debt 32023-03-310001535778Interface Security Systems, L.L.C, Common Stock2023-03-310001535778msif:InterfaceSecuritySystemsLLCMember2023-03-310001535778Intermedia Holdings, Inc., Secured Debt2023-03-310001535778Invincible Boat Company, LLC., Secured Debt 12023-03-310001535778Invincible Boat Company, LLC., Secured Debt 22023-03-310001535778msif:InvincibleBoatCompanyLLCMember2023-03-310001535778INW Manufacturing, LLC, Secured Debt2023-03-310001535778Iron-Main Investments, LLC, Secured Debt 12023-03-310001535778Iron-Main Investments, LLC, Secured Debt 22023-03-310001535778Iron-Main Investments, LLC, Secured Debt 32023-03-310001535778Iron-Main Investments, LLC, Secured Debt 42023-03-310001535778Iron-Main Investments, LLC, Secured Debt 52023-03-310001535778Iron-Main Investments, LLC, Common Stock2023-03-310001535778msif:IronMainInvestmentsLLCMember2023-03-310001535778Isagenix International, LLC, Secured Debt2023-03-310001535778Jackmont Hospitality, Inc., Secured Debt 12023-03-310001535778Jackmont Hospitality, Inc., Secured Debt 22023-03-310001535778Jackmont Hospitality, Inc., Preferred Equity2023-03-310001535778msif:JackmontHospitalityIncMember2023-03-310001535778Joerns Healthcare, LLC, Secured Debt 12023-03-310001535778Joerns Healthcare, LLC, Secured Debt 22023-03-310001535778Joerns Healthcare, LLC, Common Stock2023-03-310001535778msif:JoernsHealthcareLLCMember2023-03-310001535778Johnson Downie Opco, LLC, Secured Debt 12023-03-310001535778Johnson Downie Opco, LLC, Secured Debt 22023-03-310001535778Johnson Downie Opco, LLC, Preferred Equity2023-03-310001535778msif:JohnsonDownieOpcoLLCMember2023-03-310001535778JorVet Holdings, LLC, Secured Debt2023-03-310001535778JorVet Holdings, LLC, Preferred Equity2023-03-310001535778msif:JorVetHoldingsLLCMember2023-03-310001535778JTI Electrical & Mechanical, LLC, Secured Debt 12023-03-310001535778JTI Electrical & Mechanical, LLC, Secured Debt 22023-03-310001535778JTI Electrical & Mechanical, LLC, Common Equity2023-03-310001535778msif:JTIElectricalMechanicalLLCMember2023-03-310001535778KMS, LLC, Secured Debt 12023-03-310001535778KMS, LLC, Secured Debt 22023-03-310001535778msif:KMSLLCMember2023-03-310001535778Lightbox Holdings, L.P., Secured Debt2023-03-310001535778LL Management, Inc., Secured Debt 12023-03-310001535778LL Management, Inc., Secured Debt 22023-03-310001535778LL Management, Inc., Secured Debt 32023-03-310001535778msif:LLManagementIncMember2023-03-310001535778LLFlex, LLC, Secured Debt2023-03-310001535778Logix Acquisition Company, LLC, Secured Debt2023-03-310001535778Mako Steel, LP, Secured Debt 12023-03-310001535778Mako Steel, LP, Secured Debt 22023-03-310001535778msif:MakoSteelLPMember2023-03-310001535778MB2 Dental Solutions, LLC, Secured Debt 12023-03-310001535778MB2 Dental Solutions, LLC, Secured Debt 22023-03-310001535778msif:MB2DentalSolutionsLLCMember2023-03-310001535778MetalForming AcquireCo, LLC, Secured Debt 12023-03-310001535778MetalForming AcquireCo, LLC, Secured Debt 22023-03-310001535778MetalForming AcquireCo, LLC, Preferred Equity2023-03-310001535778MetalForming AcquireCo, LLC, Common Stock2023-03-310001535778msif:MetalFormingAcquireCoLLCMember2023-03-310001535778Microbe Formulas, LLC, Secured Debt 12023-03-310001535778Microbe Formulas, LLC, Secured Debt 22023-03-310001535778msif:MicrobeFormulasLLCMember2023-03-310001535778Mills Fleet Farm Group, LLC, Secured Debt2023-03-310001535778MonitorUS Holding, LLC, Secured Debt 12023-03-310001535778MonitorUS Holding, LLC, Secured Debt 22023-03-310001535778MonitorUS Holding, LLC, Secured Debt 32023-03-310001535778MonitorUS Holding, LLC, Common Stock2023-03-310001535778msif:MonitorUSHoldingLLCMember2023-03-310001535778NinjaTrader, LLC, Secured Debt 12023-03-310001535778NinjaTrader, LLC, Secured Debt 22023-03-310001535778NinjaTrader, LLC, Secured Debt 32023-03-310001535778msif:NinjaTraderLLCMember2023-03-310001535778NTM Acquisition Corp., Secured Debt2023-03-310001535778NWN Corporation, Secured Debt 12023-03-310001535778NWN Corporation, Secured Debt 22023-03-310001535778NWN Corporation, Secured Debt 32023-03-310001535778msif:NWNCorporationMember2023-03-310001535778OVG Business Services, LLC, Secured Debt2023-03-310001535778Paragon Healthcare, Inc., Secured Debt 12023-03-310001535778Paragon Healthcare, Inc., Secured Debt 22023-03-310001535778Paragon Healthcare, Inc., Secured Debt 32023-03-310001535778msif:ParagonHealthcareIncMember2023-03-310001535778PTL US Bidco, Inc, Secured Debt 12023-03-310001535778PTL US Bidco, Inc, Secured Debt 22023-03-310001535778msif:PTLUSBidcoIncMember2023-03-310001535778RA Outdoors LLC, Secured Debt 12023-03-310001535778RA Outdoors LLC, Secured Debt 22023-03-310001535778msif:RAOutdoorsLLCMember2023-03-310001535778Research Now Group, Inc. and Survey Sampling International, LLC, Secured Debt2023-03-310001535778RM Bidder, LLC, Member Units2023-03-310001535778RM Bidder, LLC, Warrants2023-03-310001535778msif:RMBidderLLCMember2023-03-310001535778Roof Opco, LLC, Secured Debt 12023-03-310001535778Roof Opco, LLC, Secured Debt 22023-03-310001535778Roof Opco, LLC, Secured Debt 32023-03-310001535778msif:RoofOpcoLLCMember2023-03-310001535778Rug Doctor, LLC., Secured Debt 12023-03-310001535778Rug Doctor, LLC., Secured Debt 22023-03-310001535778msif:RugDoctorLLCMember2023-03-310001535778Savers, Inc., Secured Debt2023-03-310001535778SIB Holdings, LLC, Secured Debt 12023-03-310001535778SIB Holdings, LLC, Secured Debt 22023-03-310001535778SIB Holdings, LLC, Secured Debt 32023-03-310001535778SIB Holdings, LLC, Common Equity2023-03-310001535778msif:SIBHoldingsLLCMember2023-03-310001535778Slick Innovations, LLC, Secured Debt2023-03-310001535778Slick Innovations, LLC, Common Stock2023-03-310001535778msif:SlickInnovationsLLCMember2023-03-310001535778South Coast Terminals Holdings, LLC, Secured Debt 12023-03-310001535778South Coast Terminals Holdings, LLC, Secured Debt 22023-03-310001535778South Coast Terminals Holdings, LLC, Common Equity2023-03-310001535778msif:SouthCoastTerminalsHoldingsLLCMember2023-03-310001535778SPAU Holdings, LLC, Secured Debt 12023-03-310001535778SPAU Holdings, LLC, Secured Debt 22023-03-310001535778SPAU Holdings, LLC, Common Stock2023-03-310001535778msif:SPAUHoldingsLLCMember2023-03-310001535778Tex Tech Tennis, LLC, Preferred Equity2023-03-310001535778The Affiliati Network, LLC, Secured Debt 12023-03-310001535778The Affiliati Network, LLC, Secured Debt 22023-03-310001535778The Affiliati Network, LLC, Preferred Stock2023-03-310001535778msif:TheAffiliatiNetworkLLCMember2023-03-310001535778U.S. TelePacific Corp., Secured Debt2023-03-310001535778USA DeBusk LLC, Secured Debt2023-03-310001535778UserZoom Technologies, Inc., Secured Debt2023-03-310001535778Vida Capital, Inc, Secured Debt2023-03-310001535778Vistar Media, Inc., Preferred Stock2023-03-310001535778VORTEQ Coil Finishers, LLC, Common Equity2023-03-310001535778Wall Street Prep, Inc., Secured Debt 12023-03-310001535778Wall Street Prep, Inc., Secured Debt 22023-03-310001535778Wall Street Prep, Inc., Common Stock2023-03-310001535778msif:WallStreetPrepIncMember2023-03-310001535778Watterson Brands, LLC, Secured Debt 12023-03-310001535778Watterson Brands, LLC, Secured Debt 22023-03-310001535778Watterson Brands, LLC, Secured Debt 32023-03-310001535778msif:WattersonBrandsLLCMember2023-03-310001535778West Star Aviation Acquisition, LLC, Secured Debt 12023-03-310001535778West Star Aviation Acquisition, LLC, Secured Debt 22023-03-310001535778West Star Aviation Acquisition, LLC, Common Stock2023-03-310001535778msif:WestStarAviationAcquisitionLLCMember2023-03-310001535778Winter Services LLC, Secured Debt 12023-03-310001535778Winter Services LLC, Secured Debt 22023-03-310001535778Winter Services LLC, Secured Debt 32023-03-310001535778msif:WinterServicesLLCMember2023-03-310001535778World Micro Holdings, LLC, Secured Debt2023-03-310001535778World Micro Holdings, LLC, Preferred Equity2023-03-310001535778msif:WorldMicroHoldingsLLCMember2023-03-310001535778Xenon Arc, Inc., Secured Debt 12023-03-310001535778Xenon Arc, Inc., Secured Debt 22023-03-310001535778Xenon Arc, Inc., Secured Debt2023-03-310001535778msif:XenonArcIncMember2023-03-310001535778YS Garments, LLC, Secured Debt2023-03-310001535778Zips Car Wash, LLC, Secured Debt 12023-03-310001535778Zips Car Wash, LLC, Secured Debt 22023-03-310001535778msif:ZipsCarWashLLCMember2023-03-310001535778First American Treasury Obligations Fund Class Z2023-03-310001535778US Bank Money Market2023-03-310001535778us-gaap:MoneyMarketFundsMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFROvernightIndexSwapRateOrLondonInterbankOfferedRateLIBORMembersrt:MinimumMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFROvernightIndexSwapRateOrLondonInterbankOfferedRateLIBORMembersrt:MaximumMember2023-03-310001535778srt:WeightedAverageMembermsif:SecuredOvernightFinancingRateSOFROvernightIndexSwapRateOrLondonInterbankOfferedRateLIBORMember2023-03-310001535778srt:MinimumMember2023-03-310001535778srt:MaximumMember2023-03-310001535778RM Bidder, LLC, Warrants2023-01-012023-03-310001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:MB2DentalSolutionsLLCMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:ABCentersAcquisitionCorporationMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:ChannelPartnersIntermediatecoLLCMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:ParagonHealthcareIncMember2023-03-310001535778us-gaap:LondonInterbankOfferedRateLIBORMembermsif:CadenceAerospaceLLCMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:MakoSteelLPMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:DaltonUSIncMember2023-03-310001535778msif:InvincibleBoatCompanyLLCMemberus-gaap:LondonInterbankOfferedRateLIBORMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:ZipsCarWashLLCMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:LLManagementIncMember2023-03-310001535778msif:SecuredOvernightFinancingRateSOFRMembermsif:NWNCorporationMember2023-03-310001535778us-gaap:LondonInterbankOfferedRateLIBORMembermsif:WattersonBrandsLLCMember2023-03-310001535778Copper Trail Fund Investments, LP Interests (CTMH, LP)2022-12-310001535778GRT Rubber Technologies LLC, Secured Debt 12022-12-310001535778GRT Rubber Technologies LLC, Secured Debt 22022-12-310001535778GRT Rubber Technologies LLC, Member Units2022-12-310001535778msif:GRTRubberTechnologiesLLCMember2022-12-310001535778Harris Preston Fund Investments, LP Interests (2717 MH, L.P.)2022-12-310001535778AFG Capital Group, LLC, Preferred Member Units2022-12-310001535778Analytical Systems Keco Holdings, LLC, Secured Debt 12022-12-310001535778Analytical Systems Keco Holdings, LLC, Secured Debt 22022-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 12022-12-310001535778Analytical Systems Keco Holdings, LLC, Preferred Member Units 22022-12-310001535778Analytical Systems Keco Holdings, LLC, Warrants2022-12-310001535778msif:AnalyticalSystemsKecoHoldingsLLCMember2022-12-310001535778ATX Networks Corp., Secured Debt2022-12-310001535778ATX Networks Corp., Unsecured Debt2022-12-310001535778ATX Networks Corp., Common Stock2022-12-310001535778msif:ATXNetworksCorpMember2022-12-310001535778Barfly Ventures, LLC, Member Units2022-12-310001535778Batjer TopCo, LLC, Secured Debt 12022-12-310001535778Batjer TopCo, LLC, Secured Debt 22022-12-310001535778Batjer TopCo, LLC, Preferred Stock2022-12-310001535778msif:BatjerTopCoLLCMember2022-12-310001535778Brewer Crane Holdings, LLC, Secured Debt2022-12-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2022-12-310001535778msif:BrewerCraneHoldingsLLCMember2022-12-310001535778Centre Technologies Holdings, LLC, Secured Debt 12022-12-310001535778Centre Technologies Holdings, LLC, Secured Debt 22022-12-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2022-12-310001535778msif:CentreTechnologiesHoldingsLLCMember2022-12-310001535778Chamberlin Holding LLC, Secured Debt 12022-12-310001535778Chamberlin Holding LLC, Secured Debt 22022-12-310001535778Chamberlin Holding LLC, Member Units 12022-12-310001535778Chamberlin Holding LLC, Member Units 22022-12-310001535778msif:ChamberlinHoldingLLCMember2022-12-310001535778Charps, LLC, Preferred Member Units2022-12-310001535778Clad-Rex Steel, LLC, Secured Debt 12022-12-310001535778Clad-Rex Steel, LLC, Secured Debt 22022-12-310001535778Clad-Rex Steel, LLC, Member Units 12022-12-310001535778Clad-Rex Steel, LLC, Member Units 22022-12-310001535778msif:CladRexSteelLLCMember2022-12-310001535778Cody Pools, Inc., Secured Debt 12022-12-310001535778Cody Pools, Inc., Secured Debt 22022-12-310001535778Cody Pools, Inc., Preferred Member Units2022-12-310001535778msif:CodyPoolsIncMember2022-12-310001535778Colonial Electric Company LLC, Secured Debt 12022-12-310001535778Colonial Electric Company LLC, Secured Debt 22022-12-310001535778Colonial Electric Company LLC, Preferred Member Units2022-12-310001535778msif:ColonialElectricCompanyLLCMember2022-12-310001535778Datacom, LLC, Secured Debt 12022-12-310001535778Datacom, LLC, Secured Debt 22022-12-310001535778Datacom, LLC, Preferred Member Units2022-12-310001535778msif:DatacomLLCMember2022-12-310001535778Digital Products Holdings LLC, Secured Debt2022-12-310001535778Digital Products Holdings LLC, Preferred Member Units2022-12-310001535778msif:DigitalProductsHoldingsLLCMember2022-12-310001535778Direct Marketing Solutions, Inc., Secured Debt 12022-12-310001535778Direct Marketing Solutions, Inc., Secured Debt 22022-12-310001535778Direct Marketing Solutions, Inc., Preferred Stock2022-12-310001535778msif:DirectMarketingSolutionsIncMember2022-12-310001535778Flame King Holdings, LLC, Secured Debt 12022-12-310001535778Flame King Holdings, LLC, Secured Debt 22022-12-310001535778Flame King Holdings, LLC, Preferred Equity2022-12-310001535778msif:FlameKingHoldingsLLCMember2022-12-310001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2022-12-310001535778Gamber-Johnson Holdings, LLC, Secured Debt 12022-12-310001535778Gamber-Johnson Holdings, LLC, Secured Debt 22022-12-310001535778Gamber-Johnson Holdings, LLC, Member Units2022-12-310001535778msif:GamberJohnsonHoldingsLLCMember2022-12-310001535778GFG Group, LLC., Secured Debt2022-12-310001535778GFG Group, LLC., Preferred Member Units2022-12-310001535778msif:GFGGroupLLCMember2022-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 12022-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22022-12-310001535778Gulf Publishing Holdings, LLC, Preferred Equity2022-12-310001535778Gulf Publishing Holdings, LLC, Member Units2022-12-310001535778msif:GulfPublishingHoldingsLLCMember2022-12-310001535778Harris Preston Fund Investments, LP Interests (HPEP 3, L.P.)2022-12-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12022-12-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22022-12-310001535778Kickhaefer Manufacturing Company, LLC, Preferred Equity2022-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units2022-12-310001535778msif:KickhaeferManufacturingCompanyLLCMember2022-12-310001535778Market Force Information, LLC, Secured Debt2022-12-310001535778Market Force Information, LLC, Member Units2022-12-310001535778msif:MarketForceInformationLLCMember2022-12-310001535778MH Corbin Holding LLC, Secured Debt2022-12-310001535778MH Corbin Holding LLC, Preferred Member Units 12022-12-310001535778MH Corbin Holding LLC, Preferred Member Units 22022-12-310001535778msif:MHCorbinHoldingLLCMember2022-12-310001535778Mystic Logistics Holdings, LLC, Secured Debt 12022-12-310001535778Mystic Logistics Holdings, LLC, Secured Debt 22022-12-310001535778Mystic Logistics Holdings, LLC, Common Stock2022-12-310001535778msif:MysticLogisticsHoldingsLLCMember2022-12-310001535778NexRev LLC, Secured Debt 12022-12-310001535778NexRev LLC, Secured Debt 22022-12-310001535778NexRev LLC, Preferred Member Units2022-12-310001535778msif:NexRevLLCMember2022-12-310001535778NuStep, LLC, Secured Debt 12022-12-310001535778NuStep, LLC, Secured Debt 22022-12-310001535778NuStep, LLC, Preferred Member Units 12022-12-310001535778NuStep, LLC, Preferred Member Units 22022-12-310001535778msif:NuStepLLCMember2022-12-310001535778Oneliance, LLC, Secured Debt2022-12-310001535778Oneliance, LLC, Preferred Stock2022-12-310001535778msif:OnelianceLLCMember2022-12-310001535778Orttech Holdings, LLC, Secured Debt 12022-12-310001535778Orttech Holdings, LLC, Secured Debt 22022-12-310001535778Orttech Holdings, LLC, Preferred Stock2022-12-310001535778msif:OrttechHoldingsLLCMember2022-12-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 12022-12-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 22022-12-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2022-12-310001535778msif:RobbinsBrosJewelryIncMember2022-12-310001535778SI East, LLC, Secured Debt 12022-12-310001535778SI East, LLC, Secured Debt 22022-12-310001535778SI East, LLC, Preferred Member Units2022-12-310001535778msif:SIEastLLCMember2022-12-310001535778Sonic Systems International, LLC, Secured Debt2022-12-310001535778Sonic Systems International, LLC, Common Stock2022-12-310001535778msif:SonicSystemsInternationalLLCMember2022-12-310001535778Student Resource Center, LLC, Secured Debt2022-12-310001535778Student Resource Center, LLC, Preferred Equity2022-12-310001535778msif:StudentResourceCenterLLCMember2022-12-310001535778Tedder Industries, LLC, Secured Debt 12022-12-310001535778Tedder Industries, LLC, Secured Debt 22022-12-310001535778Tedder Industries, LLC, Preferred Member Units2022-12-310001535778msif:TedderIndustriesLLCMember2022-12-310001535778Trantech Radiator Topco, LLC, Secured Debt 12022-12-310001535778Trantech Radiator Topco, LLC, Secured Debt 22022-12-310001535778Trantech Radiator Topco, LLC, Common Stock2022-12-310001535778msif:TrantechRadiatorTopcoLLCMember2022-12-310001535778VVS Holdco LLC, Secured Debt 12022-12-310001535778VVS Holdco LLC, Secured Debt 22022-12-310001535778VVS Holdco LLC, Preferred Equity2022-12-310001535778msif:VVSHoldcoLLCMember2022-12-310001535778AAC Holdings, Inc., Secured Debt2022-12-310001535778AAC Holdings, Inc., Common Stock2022-12-310001535778AAC Holdings, Inc., Warrants2022-12-310001535778msif:AACHoldingsIncMember2022-12-310001535778AB Centers Acquisition Corporation, Secured Debt 12022-12-310001535778AB Centers Acquisition Corporation, Secured Debt 22022-12-310001535778AB Centers Acquisition Corporation, Secured Debt 32022-12-310001535778msif:ABCentersAcquisitionCorporationMember2022-12-310001535778Acumera, Inc., Secured Debt 12022-12-310001535778Acumera, Inc., Secured Debt 22022-12-310001535778msif:AcumeraIncMember2022-12-310001535778Adams Publishing Group, LLC, Secured Debt 12022-12-310001535778Adams Publishing Group, LLC, Secured Debt 22022-12-310001535778msif:AdamsPublishingGroupLLCMember2022-12-310001535778ADS Tactical, Inc., Secured Debt2022-12-310001535778AMEREQUIP LLC., Secured Debt 12022-12-310001535778AMEREQUIP LLC., Secured Debt 22022-12-310001535778AMEREQUIP LLC., Common Stock2022-12-310001535778msif:AMEREQUIPLLCMember2022-12-310001535778American Health Staffing Group, Inc., Secured Debt 12022-12-310001535778American Health Staffing Group, Inc., Secured Debt 22022-12-310001535778msif:AmericanHealthStaffingGroupIncMember2022-12-310001535778American Nuts, LLC, Secured Debt 12022-12-310001535778American Nuts, LLC, Secured Debt 22022-12-310001535778msif:AmericanNutsLLCMember2022-12-310001535778American Teleconferencing Services, Ltd., Secured Debt 12022-12-310001535778American Teleconferencing Services, Ltd., Secured Debt 22022-12-310001535778msif:AmericanTeleconferencingServicesLtdMember2022-12-310001535778ArborWorks, LLC, Secured Debt 12022-12-310001535778ArborWorks, LLC, Secured Debt 22022-12-310001535778ArborWorks, LLC, Common Equity2022-12-310001535778msif:ArborWorksLLCMember2022-12-310001535778Archer Systems, LLC, Secured Debt 12022-12-310001535778Archer Systems, LLC, Secured Debt 22022-12-310001535778Archer Systems, LLC, Common Stock2022-12-310001535778msif:ArcherSystemsLLCMember2022-12-310001535778ATS Operating, LLC, Secured Debt 12022-12-310001535778ATS Operating, LLC, Secured Debt 22022-12-310001535778ATS Operating, LLC, Secured Debt 32022-12-310001535778ATS Operating, LLC, Common Stock2022-12-310001535778msif:ATSOperatingLLCMember2022-12-310001535778AVEX Aviation Holdings, LLC, Secured Debt 12022-12-310001535778AVEX Aviation Holdings, LLC, Secured Debt 22022-12-310001535778AVEX Aviation Holdings, LLC, Common Equity2022-12-310001535778msif:AVEXAviationHoldingsLLCMember2022-12-310001535778BBB Tank Services, LLC, Unsecured Debt 12022-12-310001535778BBB Tank Services, LLC, Unsecured Debt 22022-12-310001535778BBB Tank Services, LLC, Preferred Stock (non-voting)2022-12-310001535778BBB Tank Services, LLC, Member Units2022-12-310001535778msif:BBBTankServicesLLCMember2022-12-310001535778Berry Aviation, Inc., Secured Debt2022-12-310001535778Berry Aviation, Inc., Preferred Member Units 12022-12-310001535778Berry Aviation, Inc., Preferred Member Units 22022-12-310001535778msif:BerryAviationIncMember2022-12-310001535778Bettercloud, Inc., Secured Debt 12022-12-310001535778Bettercloud, Inc., Secured Debt 22022-12-310001535778msif:BettercloudIncMember2022-12-310001535778Binswanger Enterprises, LLC, Member Units2022-12-310001535778Bluestem Brands, Inc., Secured Debt 12022-12-310001535778Bluestem Brands, Inc., Secured Debt 22022-12-310001535778Bluestem Brands, Inc., Common Stock2022-12-310001535778Bluestem Brands, Inc., Warrants2022-12-310001535778msif:BluestemBrandsIncMember2022-12-310001535778Boccella Precast Products LLC, Secured Debt2022-12-310001535778Boccella Precast Products 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Holdings, Inc., Secured Debt2022-12-310001535778Invincible Boat Company, LLC., Secured Debt 12022-12-310001535778Invincible Boat Company, LLC., Secured Debt 22022-12-310001535778msif:InvincibleBoatCompanyLLCMember2022-12-310001535778INW Manufacturing, LLC, Secured Debt2022-12-310001535778Iron-Main Investments, LLC, Secured Debt 12022-12-310001535778Iron-Main Investments, LLC, Secured Debt 22022-12-310001535778Iron-Main Investments, LLC, Secured Debt 32022-12-310001535778Iron-Main Investments, LLC, Secured Debt 42022-12-310001535778Iron-Main Investments, LLC, Common Stock2022-12-310001535778msif:IronMainInvestmentsLLCMember2022-12-310001535778Isagenix International, LLC, Secured Debt2022-12-310001535778Jackmont Hospitality, Inc., Secured Debt 12022-12-310001535778Jackmont Hospitality, Inc., Secured Debt 22022-12-310001535778Jackmont Hospitality, Inc., Preferred Equity2022-12-310001535778msif:JackmontHospitalityIncMember2022-12-310001535778Joerns Healthcare, LLC, Secured Debt 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Healthcare, Inc., Secured Debt 12022-12-310001535778Paragon Healthcare, Inc., Secured Debt 22022-12-310001535778Paragon Healthcare, Inc., Secured Debt 32022-12-310001535778msif:ParagonHealthcareIncMember2022-12-310001535778PTL US Bidco, Inc, Secured Debt 12022-12-310001535778PTL US Bidco, Inc, Secured Debt 22022-12-310001535778msif:PTLUSBidcoIncMember2022-12-310001535778RA Outdoors LLC, Secured Debt 32022-12-310001535778RA Outdoors LLC, Secured Debt 42022-12-310001535778msif:RAOutdoorsLLCMember2022-12-310001535778Research Now Group, Inc. and Survey Sampling International, LLC, Secured Debt 22022-12-310001535778RM Bidder, LLC, Member Units2022-12-310001535778RM Bidder, LLC, Warrants2022-12-310001535778msif:RMBidderLLCMember2022-12-310001535778Roof Opco, LLC, Secured Debt 12022-12-310001535778Roof Opco, LLC, Secured Debt 22022-12-310001535778Roof Opco, LLC, Secured Debt 32022-12-310001535778msif:RoofOpcoLLCMember2022-12-310001535778Rug Doctor, LLC., Secured Debt 12022-12-310001535778Rug 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LLC2023-03-310001535778Orttech Holdings, LLC2023-03-310001535778Career Team Holdings, LLC2023-03-310001535778AB Centers Acquisition Corporation2023-03-310001535778Elgin AcquireCo, LLC2023-03-310001535778Gulf Publishing Holdings, LLC2023-03-310001535778Flame King Holdings, LLC2023-03-310001535778Clad-Rex Steel, LLC2023-03-310001535778AAC Holdings, Inc.2023-03-310001535778Adams Publishing Group, LLC2023-03-310001535778Acumera, Inc.2023-03-310001535778Interface Security Systems, 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Secured Debt 12023-01-012023-03-310001535778Clad-Rex Steel, LLC, Secured Debt 2.12023-03-310001535778Clad-Rex Steel, LLC, Secured Debt 2.12023-01-012023-03-310001535778Clad-Rex Steel, LLC, Secured Debt 2.12022-12-310001535778Clad-Rex Steel, LLC, Secured Debt 32023-03-310001535778Clad-Rex Steel, LLC, Secured Debt 32023-01-012023-03-310001535778Clad-Rex Steel, LLC, Secured Debt 32022-12-310001535778Clad-Rex Steel, LLC, Member Units 12023-01-012023-03-310001535778Clad-Rex Steel, LLC, Member Units 22023-01-012023-03-310001535778Cody Pools, Inc., Secured Debt 12023-01-012023-03-310001535778Cody Pools, Inc., Secured Debt 22023-01-012023-03-310001535778Cody Pools, Inc., Preferred Member Units2023-01-012023-03-310001535778Colonial Electric Company LLC, Secured Debt 12023-01-012023-03-310001535778Colonial Electric Company LLC, Secured Debt 22023-01-012023-03-310001535778Colonial Electric Company LLC, Preferred Member Units2023-01-012023-03-310001535778Datacom, LLC, Secured Debt 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22023-01-012023-03-310001535778Gamber-Johnson Holdings, LLC, Member Units2023-01-012023-03-310001535778GFG Group, LLC., Secured Debt2023-01-012023-03-310001535778GFG Group, LLC., Preferred Member Units2023-01-012023-03-310001535778Gulf Publishing Holdings, LLC, Secured Debt 12023-01-012023-03-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22023-01-012023-03-310001535778Gulf Publishing Holdings, LLC, Preferred Equity2023-01-012023-03-310001535778Gulf Publishing Holdings, LLC, Member Units2023-01-012023-03-310001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2023-01-012023-03-310001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2022-12-310001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2023-03-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12023-01-012023-03-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22023-01-012023-03-310001535778Kickhaefer Manufacturing Company, LLC, Preferred Equity2023-01-012023-03-310001535778Kickhaefer Manufacturing Company, LLC, Member Units2023-01-012023-03-310001535778Market Force Information, LLC, Secured Debt2023-01-012023-03-310001535778Market Force Information, LLC, Member Units2023-01-012023-03-310001535778MH Corbin Holding LLC, Secured Debt2023-01-012023-03-310001535778MH Corbin Holding LLC, Preferred Member Units 12023-01-012023-03-310001535778MH Corbin Holding LLC, Preferred Member Units 22023-01-012023-03-310001535778Mystic Logistics Holdings, LLC, Secured Debt 12023-01-012023-03-310001535778Mystic Logistics Holdings, LLC, Secured Debt 22023-01-012023-03-310001535778Mystic Logistics Holdings, LLC, Common Stock2023-01-012023-03-310001535778NexRev LLC, Secured Debt 12023-01-012023-03-310001535778NexRev LLC, Secured Debt 22023-01-012023-03-310001535778NexRev LLC, Preferred Member Units2023-01-012023-03-310001535778NuStep, LLC, Secured Debt 12023-01-012023-03-310001535778NuStep, LLC, Secured Debt 22023-01-012023-03-310001535778NuStep, LLC, Preferred Member Units 12023-01-012023-03-310001535778NuStep, LLC, Preferred Member Units 22023-01-012023-03-310001535778Oneliance, LLC, Secured Debt2023-01-012023-03-310001535778Oneliance, LLC, Preferred Stock2023-01-012023-03-310001535778Orttech Holdings, LLC, Secured Debt 12023-01-012023-03-310001535778Orttech Holdings, LLC, Secured Debt 22023-01-012023-03-310001535778Orttech Holdings, LLC, Preferred Stock2023-01-012023-03-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 12023-01-012023-03-310001535778Robbins Bros. Jewelry, Inc., Secured Debt 22023-01-012023-03-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2023-01-012023-03-310001535778SI East, LLC, Secured Debt 12023-01-012023-03-310001535778SI East, LLC, Secured Debt 22023-01-012023-03-310001535778SI East, LLC, Preferred Member Units2023-01-012023-03-310001535778Sonic Systems International, LLC, Secured Debt2023-01-012023-03-310001535778Sonic Systems International, LLC, Common Stock2023-01-012023-03-310001535778Student Resource Center, LLC, Secured Debt2023-01-012023-03-310001535778Student Resource Center, LLC, Preferred Equity2023-01-012023-03-310001535778Tedder Industries, LLC, Secured Debt 12023-01-012023-03-310001535778Tedder Industries, LLC, Secured Debt 22023-01-012023-03-310001535778Tedder Industries, LLC, Preferred Member Units 12023-01-012023-03-310001535778Tedder Industries, LLC, Preferred Member Units 12022-12-310001535778Tedder Industries, LLC, Preferred Member Units 22023-01-012023-03-310001535778Tedder Industries, LLC, Preferred Member Units 22022-12-310001535778Trantech Radiator Topco, LLC, 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Investments2022-12-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2023-03-310001535778us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2023-01-012023-03-310001535778us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-12-310001535778us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2023-03-310001535778us-gaap-supplement:MidwestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2023-03-310001535778us-gaap-supplement:NortheastRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2023-03-310001535778us-gaap-supplement:SoutheastRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2023-03-310001535778us-gaap-supplement:SouthwestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2023-03-310001535778us-gaap-supplement:SouthwestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2023-03-310001535778us-gaap-supplement:WestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2023-03-310001535778us-gaap-supplement:WestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2023-03-310001535778GRT 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Trail Energy Fund I, LP - CTMH, LP Interests (CTMH, LP)2021-12-310001535778Copper Trail Energy Fund I, LP - CTMH, LP Interests (CTMH, LP)2022-03-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2022-01-012022-03-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2021-12-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Control Investments2022-03-310001535778us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2022-01-012022-03-310001535778us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2021-12-310001535778us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2022-03-310001535778AFG Capital Group, LLC, Secured Debt2022-03-310001535778AFG Capital Group, LLC, Secured Debt2022-01-012022-03-310001535778AFG Capital 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Networks Corp., Secured Debt2022-03-310001535778ATX Networks Corp., Secured Debt2022-01-012022-03-310001535778ATX Networks Corp., Secured Debt2021-12-310001535778ATX Networks Corp., Unsecured Debt2022-03-310001535778ATX Networks Corp., Unsecured Debt2022-01-012022-03-310001535778ATX Networks Corp., Unsecured Debt2021-12-310001535778Barfly Ventures, LLC, Preferred Member Units2022-01-012022-03-310001535778Barfly Ventures, LLC, Preferred Member Units2021-12-310001535778Barfly Ventures, LLC, Preferred Member Units2022-03-310001535778Batjer TopCo, LLC, Secured Debt2022-03-310001535778Batjer TopCo, LLC, Secured Debt2022-01-012022-03-310001535778Batjer TopCo, LLC, Secured Debt2021-12-310001535778Batjer TopCo, LLC, Member Units2022-01-012022-03-310001535778Batjer TopCo, LLC, Member Units2021-12-310001535778Batjer TopCo, LLC, Member Units2022-03-310001535778Brewer Crane Holdings, LLC, Secured Debt2022-03-310001535778Brewer Crane Holdings, LLC, Secured Debt2022-01-012022-03-310001535778Brewer Crane Holdings, LLC, Secured Debt2021-12-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2022-01-012022-03-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2021-12-310001535778Brewer Crane Holdings, LLC, Preferred Member Units2022-03-310001535778Centre Technologies Holdings, LLC, Secured Debt2022-03-310001535778Centre Technologies Holdings, LLC, Secured Debt2022-01-012022-03-310001535778Centre Technologies Holdings, LLC, Secured Debt2021-12-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2022-01-012022-03-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2021-12-310001535778Centre Technologies Holdings, LLC, Preferred Member Units2022-03-310001535778Chamberlin Holding LLC, Secured Debt2022-03-310001535778Chamberlin Holding LLC, Secured Debt2022-01-012022-03-310001535778Chamberlin Holding LLC, Secured Debt2021-12-310001535778Chamberlin Holding LLC, Member Units2022-01-012022-03-310001535778Chamberlin Holding LLC, Member Units2021-12-310001535778Chamberlin Holding LLC, Member Units2022-03-310001535778Charps, LLC, Unsecured Debt2022-03-310001535778Charps, LLC, Unsecured Debt2022-01-012022-03-310001535778Charps, LLC, Unsecured Debt2021-12-310001535778Charps, LLC, Preferred Member Units2022-01-012022-03-310001535778Charps, LLC, Preferred Member Units2021-12-310001535778Charps, LLC, Preferred Member Units2022-03-310001535778Clad-Rex Steel, LLC, Secured Debt 12022-03-310001535778Clad-Rex Steel, LLC, Secured Debt 12022-01-012022-03-310001535778Clad-Rex Steel, LLC, Secured Debt 12021-12-310001535778Clad-Rex Steel, LLC, Secured Debt 22022-03-310001535778Clad-Rex Steel, LLC, Secured Debt 22022-01-012022-03-310001535778Clad-Rex Steel, LLC, Secured Debt 22021-12-310001535778Clad-Rex Steel, LLC, Member Units2022-01-012022-03-310001535778Clad-Rex Steel, LLC, Member Units2021-12-310001535778Clad-Rex Steel, LLC, Member Units2022-03-310001535778Cody Pools, Inc., Secured Debt2022-03-310001535778Cody Pools, Inc., Secured Debt2022-01-012022-03-310001535778Cody Pools, Inc., Secured Debt2021-12-310001535778Cody Pools, Inc., Preferred Member Units2022-01-012022-03-310001535778Cody Pools, Inc., Preferred Member Units2021-12-310001535778Cody Pools, Inc., Preferred Member Units2022-03-310001535778Colonial Electric Company LLC, Secured Debt2022-03-310001535778Colonial Electric Company LLC, Secured Debt2022-01-012022-03-310001535778Colonial Electric Company LLC, Secured Debt2021-12-310001535778Colonial Electric Company LLC, Preferred Member Units2022-01-012022-03-310001535778Colonial Electric Company LLC, Preferred Member Units2021-12-310001535778Colonial Electric Company LLC, Preferred Member Units2022-03-310001535778Datacom, LLC, Secured Debt2022-03-310001535778Datacom, LLC, Secured Debt2022-01-012022-03-310001535778Datacom, LLC, Secured Debt2021-12-310001535778Datacom, LLC, Preferred Member Units2022-01-012022-03-310001535778Datacom, LLC, Preferred Member Units2021-12-310001535778Datacom, LLC, Preferred Member Units2022-03-310001535778Digital Products Holdings LLC, Secured Debt2022-03-310001535778Digital Products Holdings LLC, Secured Debt2022-01-012022-03-310001535778Digital Products Holdings LLC, Secured Debt2021-12-310001535778Digital Products Holdings LLC, Preferred Member Units2022-01-012022-03-310001535778Digital Products Holdings LLC, Preferred Member Units2021-12-310001535778Digital Products Holdings LLC, Preferred Member Units2022-03-310001535778Direct Marketing Solutions, Inc., Secured Debt2022-03-310001535778Direct Marketing Solutions, Inc., Secured Debt2022-01-012022-03-310001535778Direct Marketing Solutions, Inc., Secured Debt2021-12-310001535778Direct Marketing Solutions, Inc., Preferred Stock2022-01-012022-03-310001535778Direct Marketing Solutions, Inc., Preferred Stock2021-12-310001535778Direct Marketing Solutions, Inc., Preferred Stock2022-03-310001535778Flame King Holdings, LLC, Secured Debt 12022-03-310001535778Flame King Holdings, LLC, Secured Debt 12022-01-012022-03-310001535778Flame King Holdings, LLC, Secured Debt 12021-12-310001535778Flame King Holdings, LLC, Secured Debt 22022-03-310001535778Flame King Holdings, LLC, Secured Debt 22022-01-012022-03-310001535778Flame King Holdings, LLC, Secured Debt 22021-12-310001535778Flame King Holdings, LLC, Preferred Equity2022-01-012022-03-310001535778Flame King Holdings, LLC, Preferred Equity2021-12-310001535778Flame King Holdings, LLC, Preferred Equity2022-03-310001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2022-01-012022-03-310001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2021-12-310001535778Freeport Financial Funds, LP Interests (Freeport First Lien Loan Fund III LP)2022-03-310001535778Gamber-Johnson Holdings, LLC, Secured Debt2022-03-310001535778Gamber-Johnson Holdings, LLC, Secured Debt2022-01-012022-03-310001535778Gamber-Johnson Holdings, LLC, Secured Debt2021-12-310001535778Gamber-Johnson Holdings, LLC, Member Units2022-01-012022-03-310001535778Gamber-Johnson Holdings, LLC, Member Units2021-12-310001535778Gamber-Johnson Holdings, LLC, Member Units2022-03-310001535778GFG Group, LLC., Secured Debt2022-03-310001535778GFG Group, LLC., Secured Debt2022-01-012022-03-310001535778GFG Group, LLC., Secured Debt2021-12-310001535778GFG Group, LLC., Preferred Member Units2022-01-012022-03-310001535778GFG Group, LLC., Preferred Member Units2021-12-310001535778GFG Group, LLC., Preferred Member Units2022-03-310001535778Gulf Publishing Holdings, LLC, Secured Debt 12022-03-310001535778Gulf Publishing Holdings, LLC, Secured Debt 12022-01-012022-03-310001535778Gulf Publishing Holdings, LLC, Secured Debt 12021-12-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22022-03-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22022-01-012022-03-310001535778Gulf Publishing Holdings, LLC, Secured Debt 22021-12-310001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2022-01-012022-03-310001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2021-12-310001535778HPEP 3, L.P., LP Interests (HPEP 3, L.P.)2022-03-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12022-03-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12022-01-012022-03-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 12021-12-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22022-03-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22022-01-012022-03-310001535778Kickhaefer Manufacturing Company, LLC, Secured Debt 22021-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units 12022-01-012022-03-310001535778Kickhaefer Manufacturing Company, LLC, Member Units 12021-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units 12022-03-310001535778Kickhaefer Manufacturing Company, LLC, Member Units 22022-01-012022-03-310001535778Kickhaefer Manufacturing Company, LLC, Member Units 22021-12-310001535778Kickhaefer Manufacturing Company, LLC, Member Units 22022-03-310001535778Market Force Information, LLC, Secured Debt2022-03-310001535778Market Force Information, LLC, Secured Debt2022-01-012022-03-310001535778Market Force Information, LLC, Secured Debt2021-12-310001535778MH Corbin Holding LLC, Secured Debt2022-03-310001535778MH Corbin Holding LLC, Secured Debt2022-01-012022-03-310001535778MH Corbin Holding LLC, Secured Debt2021-12-310001535778MH Corbin Holding LLC, Preferred Member Units2022-01-012022-03-310001535778MH Corbin Holding LLC, Preferred Member Units2021-12-310001535778MH Corbin Holding LLC, Preferred Member Units2022-03-310001535778Oneliance, LLC, Preferred Stock2022-01-012022-03-310001535778Oneliance, LLC, Preferred Stock2021-12-310001535778Oneliance, LLC, Preferred Stock2022-03-310001535778Oneliance, LLC, Secured Debt2022-03-310001535778Oneliance, LLC, Secured Debt2022-01-012022-03-310001535778Oneliance, LLC, Secured Debt2021-12-310001535778Orttech Holdings, LLC, Secured Debt2022-03-310001535778Orttech Holdings, LLC, Secured Debt2022-01-012022-03-310001535778Orttech Holdings, LLC, Secured Debt2021-12-310001535778Orttech Holdings, LLC, Preferred Stock2022-01-012022-03-310001535778Orttech Holdings, LLC, Preferred Stock2021-12-310001535778Orttech Holdings, LLC, Preferred Stock2022-03-310001535778Mystic Logistics Holdings, LLC, Secured Debt2022-03-310001535778Mystic Logistics Holdings, LLC, Secured Debt2022-01-012022-03-310001535778Mystic Logistics Holdings, LLC, Secured Debt2021-12-310001535778Mystic Logistics Holdings, LLC, Common Stock2022-01-012022-03-310001535778Mystic Logistics Holdings, LLC, Common Stock2021-12-310001535778Mystic Logistics Holdings, LLC, Common Stock2022-03-310001535778NexRev LLC, Secured Debt2022-03-310001535778NexRev LLC, Secured Debt2022-01-012022-03-310001535778NexRev LLC, Secured Debt2021-12-310001535778NexRev LLC, Preferred Member Units2022-01-012022-03-310001535778NexRev LLC, Preferred Member Units2021-12-310001535778NexRev LLC, Preferred Member Units2022-03-310001535778NuStep, LLC, Secured Debt 12022-03-310001535778NuStep, LLC, Secured Debt 12022-01-012022-03-310001535778NuStep, LLC, Secured Debt 12021-12-310001535778NuStep, LLC, Secured Debt 22022-03-310001535778NuStep, LLC, Secured Debt 22022-01-012022-03-310001535778NuStep, LLC, Secured Debt 22021-12-310001535778NuStep, LLC, Preferred Member Units2022-01-012022-03-310001535778NuStep, LLC, Preferred Member Units2021-12-310001535778NuStep, LLC, Preferred Member Units2022-03-310001535778Robbins Bros. Jewelry, Inc., Secured Debt2022-03-310001535778Robbins Bros. Jewelry, Inc., Secured Debt2022-01-012022-03-310001535778Robbins Bros. Jewelry, Inc., Secured Debt2021-12-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2022-01-012022-03-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2021-12-310001535778Robbins Bros. Jewelry, Inc., Preferred Equity2022-03-310001535778SI East, LLC (Stavig), Secured Debt2022-03-310001535778SI East, LLC (Stavig), Secured Debt2022-01-012022-03-310001535778SI East, LLC (Stavig), Secured Debt2021-12-310001535778SI East, LLC (Stavig), Preferred Member Units2022-01-012022-03-310001535778SI East, LLC (Stavig), Preferred Member Units2021-12-310001535778SI East, LLC (Stavig), Preferred Member Units2022-03-310001535778Sonic Systems International, LLC, Secured Debt2022-03-310001535778Sonic Systems International, LLC, Secured Debt2022-01-012022-03-310001535778Sonic Systems International, LLC, Secured Debt2021-12-310001535778Sonic Systems International, LLC, Common Stock2022-01-012022-03-310001535778Sonic Systems International, LLC, Common Stock2021-12-310001535778Sonic Systems International, LLC, Common Stock2022-03-310001535778Tedder Industries, LLC, Secured Debt2022-03-310001535778Tedder Industries, LLC, Secured Debt2022-01-012022-03-310001535778Tedder Industries, LLC, Secured Debt2021-12-310001535778Tedder Industries, LLC, Preferred Member Units2022-01-012022-03-310001535778Tedder Industries, LLC, Preferred Member Units2021-12-310001535778Tedder Industries, LLC, Preferred Member Units2022-03-310001535778Trantech Radiator Topco, LLC, Secured Debt2022-01-012022-03-310001535778Trantech Radiator Topco, LLC, Secured Debt2021-12-310001535778Trantech Radiator Topco, LLC, Secured Debt2022-03-310001535778Trantech Radiator Topco, LLC, Common Stock2022-03-310001535778Trantech Radiator Topco, LLC, Common Stock2022-01-012022-03-310001535778Trantech Radiator Topco, LLC, Common Stock2021-12-310001535778VVS Holdco, LLC, Secured Debt 12022-03-310001535778VVS Holdco, LLC, Secured Debt 12022-01-012022-03-310001535778VVS Holdco, LLC, Secured Debt 12021-12-310001535778VVS Holdco, LLC, Secured Debt 22022-03-310001535778VVS Holdco, LLC, Secured Debt 22022-01-012022-03-310001535778VVS Holdco, LLC, Secured Debt 22021-12-310001535778VVS Holdco, LLC, Preferred Equity2022-01-012022-03-310001535778VVS Holdco, LLC, Preferred Equity2021-12-310001535778VVS Holdco, LLC, Preferred Equity2022-03-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2022-01-012022-03-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2021-12-310001535778Other Amounts related to investments transferred to or from other 1940 Act classification during the period, Affiliate Investments2022-03-310001535778us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-01-012022-03-310001535778us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2021-12-310001535778us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-03-310001535778us-gaap-supplement:MidwestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-03-310001535778us-gaap-supplement:MidwestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-12-310001535778us-gaap-supplement:NortheastRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-03-310001535778us-gaap-supplement:SoutheastRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-03-310001535778us-gaap-supplement:SouthwestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2022-03-310001535778us-gaap-supplement:SouthwestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-03-310001535778us-gaap-supplement:WestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2022-03-310001535778us-gaap-supplement:WestRegionMemberus-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-03-310001535778msif:WeMaintainOurCashAtFinancialInstitutionsOftenInBalancesThatExceedFederallyInsuredLimitsMember2023-01-012023-03-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:             to             
Commission File Number: 814-00939
MSC Income Fund, Inc.
(Exact name of registrant as specified in its charter)
Maryland
45-3999996
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1300 Post Oak Boulevard, 8th Floor
Houston, TX
77056
(Address of principal executive offices)
(Zip Code)
(713350-6000
(Registrant’s telephone number including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol
Name of Each Exchange on Which
Registered
NoneN/AN/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
oNon-accelerated filerx
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares outstanding of the issuer’s common stock as of May 12, 2023 was 80,456,816.


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TABLE OF CONTENTS




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MSC INCOME FUND, INC.

Consolidated Balance Sheets
(in thousands, except shares and per share amounts)

March 31,
2023
December 31,
2022
ASSETS(Unaudited)
Investments at fair value:
Control investments (cost: $31,409 and $31,120 as of March 31, 2023 and December 31, 2022, respectively)
$49,906 $50,303 
Affiliate investments (cost: $242,145 and $241,565 as of March 31, 2023 and December 31, 2022, respectively)
270,841 277,000 
Non‑Control/Non‑Affiliate investments (cost: $789,422 and $787,201 as of March 31, 2023 and December 31, 2022, respectively)
746,347 740,840 
Total investments (cost: $1,062,976 and $1,059,886 as of March 31, 2023 and December 31, 2022, respectively)
1,067,094 1,068,143 
Cash and cash equivalents27,308 21,312 
Interest and dividend receivable12,666 11,917 
Receivable for securities sold265 464 
Deferred financing costs (net of accumulated amortization of $2,715 and $2,413 as of March 31, 2023 and December 31, 2022, respectively)
2,607 2,908 
Prepaids and other assets2,416 2,420 
Total assets$1,112,356 $1,107,164 
LIABILITIES
Credit Facilities$323,688 $321,688 
Series A Notes due 2026 (par: $150,000 as of both March 31, 2023 and December 31, 2022)
148,931 148,856 
Accounts payable and other liabilities894 1,292 
Interest payable7,722 5,443 
Dividend payable14,026 12,816 
Management and incentive fees payable7,575 7,042 
Deferred tax liability, net1,221 362 
Total liabilities504,057 497,499 
Commitments and contingencies (Note I)
NET ASSETS
Common stock, $0.001 par value per share (450,000,000 shares authorized; 80,150,887 and 80,105,999 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively)
80 80 
Additional paid‑in capital684,594 684,165 
Total overdistributed earnings(76,375)(74,580)
Total net assets608,299 609,665 
Total liabilities and net assets$1,112,356 $1,107,164 
NET ASSET VALUE PER SHARE$7.59 $7.61 
The accompanying notes are an integral part of these consolidated financial statements
1

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MSC INCOME FUND, INC.
Consolidated Statements of Operations
(in thousands, except shares and per share amounts)
(Unaudited)
Three Months Ended
March 31,
20232022
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments$809 $1,001 
Affiliate investments7,894 5,206 
Non‑Control/Non‑Affiliate investments22,343 17,194 
Total investment income31,046 23,401 
EXPENSES:
Interest(8,334)(4,529)
Base management fees(4,855)(4,990)
Incentive fees(2,720) 
Internal administrative services expenses(2,038)(1,181)
General and administrative(880)(1,038)
Total expenses before expense waivers(18,827)(11,738)
Waiver of internal administrative services expenses1,889 1,030 
Total expenses, net of expense waivers(16,938)(10,708)
NET INVESTMENT INCOME14,108 12,693 
NET REALIZED GAIN (LOSS):
Control investments631  
Affiliate investments1,637 446 
Non‑Control/Non‑Affiliate investments1,164 (193)
Total net realized gain3,432 253 
NET UNREALIZED APPRECIATION (DEPRECIATION):
Control investments(686)177 
Affiliate investments1,321 77 
Non‑Control/Non‑Affiliate investments(4,774)3,477 
Total net unrealized appreciation (depreciation)(4,139)3,731 
INCOME TAXES:
Federal and state income, excise and other taxes(310)(343)
Deferred taxes(860)(121)
Income tax provision(1,170)(464)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS$12,231 $16,213 
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED$0.18 $0.16 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED$0.15 $0.20 
WEIGHTED-AVERAGE SHARES
OUTSTANDING—BASIC AND DILUTED
80,135,988 79,861,392 
The accompanying notes are an integral part of these consolidated financial statements
2

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MSC INCOME FUND, INC.
Consolidated Statements of Changes in Net Assets
(in thousands, except shares)
(Unaudited)
Common StockAdditional
Paid-In
Capital
Total
Overdistributed
Earnings
Total Net
Asset Value
Number of
Shares
Par
Value
Balances at December 31, 202179,826,605$80 $682,426 $(69,336)$613,170 
Dividend reinvestment 533,062 — 4,212 — 4,212 
Common stock repurchased(489,031)— (3,790)— (3,790)
Net increase resulting from operations — — 16,213 16,213 
Dividends to stockholders — — (13,178)(13,178)
Balances at March 31, 202279,870,636$80 $682,848 $(66,301)$616,627 
Balances at December 31, 202280,105,999$80 $684,165 $(74,580)$609,665 
Dividend reinvestment 564,377 1 4,413 4,414
Common stock repurchased(519,489)(1)(3,984)(3,985)
Net increase resulting from operations 12,231 12,231 
Dividends to stockholders (14,026)(14,026)
Balances at March 31, 202380,150,887$80 $684,594 $(76,375)$608,299 
The accompanying notes are an integral part of these consolidated financial statements
3

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MSC INCOME FUND, INC.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)


Three Months Ended
March 31,
20232022
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations$12,231 $16,213 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Investments in portfolio companies(24,971)(53,859)
Proceeds from sales and repayments of debt investments in portfolio companies23,663 73,498 
Proceeds from sales and return of capital of equity investments in portfolio companies6,290  
Net unrealized (appreciation) depreciation4,139 (3,731)
Net realized gain on the sale of portfolio investments(3,432)(253)
Amortization of deferred financing costs376 325 
Amortization of deferred offering costs66  
Accretion of unearned income(2,711)(1,337)
Payment-in-kind interest(1,685)(1,009)
Cumulative dividends(45) 
Deferred tax provision860 121 
Changes in other assets and liabilities:
Interest and dividend receivable(749)2,566 
Prepaid and other assets4 320 
Management and incentive fees payable533 (198)
Interest payable2,279 1,217 
Accounts payable and other liabilities(398)(1,270)
Net cash provided by operating activities16,450 32,603 
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of common stock(3,984)(3,790)
Payment of offering costs(66) 
Dividends paid(8,404)(7,762)
Proceeds from Credit Facilities13,000 32,000 
Repayments on Credit Facilities(11,000)(112,000)
Proceeds from Series A Notes due 2026 72,500 
Payment of deferred financing costs (122)
Net cash used in financing activities(10,454)(19,174)
Net increase in cash and cash equivalents5,996 13,429 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD21,312 25,813 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$27,308 $39,242 
Supplemental cash flow disclosures:
Interest paid$5,680 $2,988 
Taxes paid$831 $1,668 
Non-cash financing activities:
Dividends declared and unpaid$14,026 $11,974 
Value of shares issued pursuant to the DRIP$4,414 $4,212 
The accompanying notes are an integral part of these consolidated financial statements
4

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments
March 31, 2023
(dollars in thousands)
(Unaudited)



Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Control Investments (5)
Copper Trail Fund Investments(12) (13)Investment Partnership
LP Interests (CTMH, LP)(24)07/17/201738.8%$713 $588 
GRT Rubber Technologies LLCManufacturer of Engineered Rubber Products
Secured Debt12/21/201810.66%L+6.00%12/21/2023475 468 475 
Secured Debt12/19/201412.66%L+8.00%10/29/202619,944 19,766 19,944 
Member Units(8)12/19/20142,8966,435 21,890 
26,669 42,309 
Harris Preston Fund Investments(12) (13)Investment Partnership
LP Interests (2717 MH, L.P.)(8) (24)10/01/201749.3%4,027 7,009 
Subtotal Control Investments (8.2% of net assets at fair value)
$31,409 $49,906 
Affiliate Investments (6)
AFG Capital Group, LLCProvider of Rent-to-Own Financing Solutions and Services
Preferred Member Units(8)11/07/201446$300 $2,350 
Analytical Systems Keco Holdings, LLCManufacturer of Liquid and Gas Analyzers
Secured Debt(9) (39)08/16/2019L+10.00%8/16/2024 (2)(2)
Secured Debt(9)08/16/201914.75%L+10.00%8/16/20241,149 1,122 1,122 
Preferred Member Units08/16/201980014.13%800  
Preferred Member Units05/20/2021607607 900 
Warrants(27)08/16/20191058/16/202979  
2,606 2,020 
Barfly Ventures, LLC(10)Casual Restaurant Group
Member Units10/26/202012528 1,013 
Batjer TopCo, LLCHVAC Mechanical Contractor
Secured Debt(39)03/07/20223/7/2027 (1)(1)
Secured Debt03/07/202211.00%3/7/20271,175 1,157 1,157 
Preferred Stock(8)03/07/2022453455 680 
1,611 1,836 
5

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Brewer Crane Holdings, LLCProvider of Crane Rental and Operating Services
Secured Debt(9)01/09/201814.66%L+10.00%1/9/20241,460 1,460 1,460 
Preferred Member Units(8)01/09/20187371,070 1,640 
2,530 3,100 
Centre Technologies Holdings, LLCProvider of IT Hardware Services and Software Solutions
Secured Debt(9) (39)01/04/2019L+9.00%1/4/2026   
Secured Debt(9)01/04/201913.75%L+9.00%1/4/20263,758 3,733 3,733 
Preferred Member Units01/04/20193,3271,531 2,320 
5,264 6,053 
Chamberlin Holding LLCRoofing and Waterproofing Specialty Contractor
Secured Debt(9) (25) (39)02/26/2018SF+6.00%2/26/2026   
Secured Debt(9) (25)02/26/201812.86%SF+8.00%2/26/20264,236 4,233 4,236 
Member Units(8)02/26/20181,0872,860 5,700 
Member Units(8) (23)11/02/2018261,786443 708 
7,536 10,644 
Charps, LLCPipeline Maintenance and Construction
Preferred Member Units(8)02/03/2017457491 3,390 
Clad-Rex Steel, LLCSpecialty Manufacturer of Vinyl-Clad Metal
Secured Debt(9) (25)12/20/201613.79%SF+9.00%1/15/20242,500 2,500 2,500 
Secured Debt12/20/201610.00%12/20/2036260 258 258 
Member Units(8)12/20/20161791,820 1,790 
Member Units(23)12/20/201620053 207 
4,631 4,755 
Cody Pools, Inc.Designer of Residential and Commercial Pools
Secured Debt(9)03/06/202015.50%L+10.50%12/17/2026196 184 196 
Secured Debt(9)03/06/202015.50%L+10.50%12/17/20266,806 6,717 6,806 
Preferred Member Units(8) (23)03/06/20201472,079 14,790 
8,980 21,792 
Colonial Electric Company LLCProvider of Electrical Contracting Services
Secured Debt(39)03/31/20213/31/2026   
Secured Debt03/31/202112.00%3/31/20265,749 5,659 5,659 
Preferred Member Units 03/31/20214,3201,920 2,050 
7,579 7,709 
Datacom, LLCTechnology and Telecommunications Provider
6

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt03/01/20227.50%12/31/202550 50 50 
Secured Debt03/31/202110.00%12/31/2025951 893 864 
Preferred Member Units(8)03/31/20211,000290 300 
1,233 1,214 
Digital Products Holdings LLCDesigner and Distributor of Consumer Electronics
Secured Debt(9)04/01/201814.75%L+10.00%4/1/20233,801 3,801 3,801 
Preferred Member Units(8)04/01/20189642,375 2,459 
6,176 6,260 
Direct Marketing Solutions, Inc.Provider of Omni-Channel Direct Marketing Services
Secured Debt(39)02/13/2018   2/13/2026 (5) 
Secured Debt 12/27/202214.00%  2/13/20265,272 5,231 5,272 
Preferred Stock(8)02/13/20182,1002,100 5,430 
7,326 10,702 
Flame King Holdings, LLCPropane Tank and Accessories Distributor
Secured Debt(9)10/29/202111.25%L+6.50%10/29/20261,900 1,886 1,900 
Secured Debt(9)10/29/202113.75%L+9.00%10/29/20265,300 5,185 5,300 
Preferred Equity(8)10/29/20212,3402,600 5,300 
9,671 12,500 
Freeport Financial Funds(12) (13)Investment Partnership
LP Interests (Freeport First Lien Loan Fund III LP)(8) (24)07/31/20156.0%5,767 5,312 
Gamber-Johnson Holdings, LLCManufacturer of Ruggedized Computer Mounting Systems
Secured Debt(9) (25) (36) (39)06/24/2016SF+8.50%1/1/2028   
Secured Debt(9) (25) (36)12/15/202211.50%SF+8.50%1/1/202815,820 15,564 15,820 
Member Units(8)06/24/20162,2614,423 14,840 
19,987 30,660 
GFG Group, LLC.Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
Secured Debt03/31/20219.00%3/31/20262,836 2,783 2,836 
Preferred Member Units(8)03/31/2021561,225 1,900 
4,008 4,736 
Gulf Publishing Holdings, LLCEnergy Industry Focused Media and Publishing
Secured Debt(9) (39)09/29/2017L+9.50%7/1/2027   
Secured Debt07/01/202212.50%7/1/2027600 600 571 
7

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Preferred Equity07/01/202215,9301,400 950 
Member Units04/29/2016920920  
2,920 1,521 
Harris Preston Fund Investments(12) (13)Investment Partnership
LP Interests (HPEP 3, L.P.)(24)08/09/20178.2%2,050 3,936 
Kickhaefer Manufacturing Company, LLCPrecision Metal Parts Manufacturing
Secured Debt10/31/201812.00%10/31/20265,150 5,127 5,146 
Secured Debt10/31/20189.00%10/31/2048967 958 958 
Preferred Equity10/31/20181453,060 1,800 
Member Units(8) (23)10/31/2018200248 695 
9,393 8,599 
Market Force Information, LLCProvider of Customer Experience Management Services
Secured Debt(14)07/28/201712.00%12.00%7/28/20236,520 6,463  
Member Units07/28/2017185,9804,160  
10,623  
MH Corbin Holding LLCManufacturer and Distributor of Traffic Safety Products
Secured Debt(17)08/31/201513.00%12/31/20221,510 1,510 1,346 
Preferred Member Units03/15/201916,5001,100  
Preferred Member Units09/01/20151,0001,500  
4,110 1,346 
Mystic Logistics Holdings, LLCLogistics and Distribution Services Provider for Large Volume Mailers
Secured Debt(39)08/18/20141/31/2024   
Secured Debt08/18/201410.00%1/31/20241,436 1,436 1,436 
Common Stock(8)08/18/20141,468680 6,253 
2,116 7,689 
NexRev LLCProvider of Energy Efficiency Products & Services
Secured Debt02/28/2018 2/28/2025   
Secured Debt02/28/201811.00%2/28/20252,709 2,677 2,217 
Preferred Member Units(8)02/28/201825,786,0462,053 750 
4,730 2,967 
NuStep, LLCDesigner, Manufacturer and Distributor of Fitness Equipment
Secured Debt(9)01/31/201711.25%L+6.50%1/31/20251,100 1,098 1,100 
Secured Debt01/31/201712.00%1/31/20254,610 4,604 4,604 
8

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Preferred Member Units01/31/20171022,550 1,910 
Preferred Member Units11/02/2022515515 1,290 
8,767 8,904 
Oneliance, LLCConstruction Cleaning Company
Secured Debt(9)08/06/202115.75%L+11.00%8/6/20261,380 1,361 1,361 
Preferred Stock08/06/2021264264 264 
1,625 1,625 
Orttech Holdings, LLCDistributor of Industrial Clutches, Brakes and Other Components
Secured Debt(9) (39)07/30/2021L+11.00%7/31/2026 (2)(2)
Secured Debt(9)07/30/202115.75%L+11.00%7/31/20265,700 5,623 5,623 
Preferred Stock(8) (23)07/30/20212,5002,500 3,370 
8,121 8,991 
Robbins Bros. Jewelry, Inc.Bridal Jewelry Retailer
Secured Debt(39)12/15/2021  12/15/2026 (7)(7)
Secured Debt 12/15/202112.50%  12/15/20263,940 3,882 3,882 
Preferred Equity12/15/20211,2301,230 1,100 
5,105 4,975 
SI East, LLCRigid Industrial Packaging Manufacturing
Secured Debt08/31/2018 8/31/2023   
Secured Debt08/31/20189.50%8/31/202328,179 28,100 28,179 
Preferred Member Units(8)08/31/201852406 4,550 
28,506 32,729 
Sonic Systems International, LLC(10)Nuclear Power Staffing Services
Secured Debt(9)08/20/202112.26%L+7.50%8/20/202618,425 18,162 18,425 
Common Stock08/20/202111,6471,584 1,430 
19,746 19,855 
Student Resource Center, LLC(10)Higher Education Services
Secured Debt12/31/202213.69%L+8.50%12/31/20275,556 5,063 5,063 
Preferred Equity12/31/20226,564,055  
5,063 5,063 
Tedder Industries, LLCManufacturer of Firearm Holsters and Accessories
Secured Debt08/31/201812.00%8/31/2023460 460 460 
Secured Debt08/31/201812.00%8/31/20233,800 3,798 3,781 
Preferred Member Units08/31/20181362,311 1,718 
Preferred Member Units02/01/202355555 83 
6,624 6,042 
9

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Trantech Radiator Topco, LLCTransformer Cooling Products and Services
Secured Debt(39)05/31/20195/31/2024 (3) 
Secured Debt05/31/201912.00%5/31/20241,980 1,964 1,980 
Common Stock(8)05/31/20191541,164 2,330 
3,125 4,310 
Volusion, LLCProvider of Online Software-as-a-Service eCommerce Solutions
Secured Debt03/31/202310.00%3/31/2025900 900 900 
Preferred Member Units01/26/20152,090,0016,000  
Preferred Member Units03/31/202361,0774,906 4,906 
Preferred Member Units03/31/20232,184,683  
Common Stock03/31/2023772,6201,104  
12,910 5,806 
VVS Holdco LLCOmnichannel Retailer of Animal Health Products
Secured Debt(9) (23) (39)12/01/2021 L+6.00%12/1/2023 (5)(5)
Secured Debt(23)12/01/202111.50%12/1/20267,600 7,432 7,432 
Preferred Equity(8) (23)12/01/20212,9602,960 3,010 
10,387 10,437 
Subtotal Affiliate Investments (44.4% of net assets at fair value)
$242,145 $270,841 
Non-Control/Non-Affiliate Investments (7)
AAC Holdings, Inc.(11)Substance Abuse Treatment Service Provider
Secured Debt01/31/202318.00%6/25/2025$114 $112 $110 
Secured Debt 12/11/202018.00%18.00%6/25/20254,367 4,178 4,214 
Common Stock12/11/2020593,9273,148  
Warrants(27)12/11/2020197,71712/11/2025  
7,438 4,324 
AB Centers Acquisition Corporation(10)Applied Behavior Analysis Therapy Provider
Secured Debt(9)09/06/202213.00%P+5.00%9/6/202843 39 43 
Secured Debt(9) (25) (28)09/06/202210.80%SF+6.00%9/6/2028259 251 258 
Secured Debt(9) (25)09/06/202210.79%SF+6.00%9/6/20282,063 2,011 2,063 
2,301 2,364 
Acumera, Inc.(10)Managed Security Service Provider
Secured Debt(9)06/28/202214.13%L+9.50%10/26/20274,616 4,517 4,616 
Secured Debt(9)02/15/202314.13%L+9.50%10/26/2027230 224 230 
Secured Debt(9)06/28/202214.13%L+9.50%10/26/20271,379 1,350 1,379 
Warrants02/15/20236,7032/15/2028  
10

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
6,091 6,225 
Adams Publishing Group, LLC(10)Local Newspaper Operator
Secured Debt(9) (37)03/11/202210.00%L+6.50%3/11/2027894 894 857 
Secured Debt(9) (38)03/11/202210.00%L+7.50%3/11/20272,749 2,743 2,749 
3,637 3,606 
ADS Tactical, Inc.(11)Value-Added Logistics and Supply Chain Provider to the Defense Industry
Secured Debt(9)03/29/202110.59%L+5.75%3/19/20269,000 8,883 8,370 
AMEREQUIP LLC.(10)Full Service Provider of Comprehensive Commercial Production Services, Including the Design, Engineering, and Manufacturing of Products It
Secured Debt(9) (25) (39)08/31/2022SF+7.40%8/31/2027   
Secured Debt(9) (25)08/31/202212.10%SF+7.40%8/31/20272,021 2,021 2,021 
Common Stock(8)08/31/20221183 90 
2,104 2,111 
American Health Staffing Group, Inc.(10)Healthcare Temporary Staffing
Secured Debt(9) (39)11/19/2021L+6.00%11/19/2026 (12)(12)
Secured Debt(9)11/19/202111.12%L+6.00%11/19/20268,250 8,190 8,250 
8,178 8,238 
American Nuts, LLC(10)Roaster, Mixer and Packager of Bulk Nuts and Seeds
Secured Debt(9) (25)03/11/202212.49%SF+6.75%1.00%4/10/20264,228 4,199 3,624 
Secured Debt(9) (25)03/11/202214.49%SF+8.75%1.00%4/10/20264,228 4,199 3,614 
8,398 7,238 
American Teleconferencing Services, Ltd.(11)Provider of Audio Conferencing and Video Collaboration Solutions
Secured Debt(14)09/17/20217.50%L+6.50%4/7/20232,425 2,375 124 
Secured Debt(9) (14)05/19/20167.50%L+6.50%6/8/202311,693 11,451 599 
13,826 723 
ArborWorks, LLC(10)Vegetation Management Services
Secured Debt(9) (25)11/09/202114.83%SF+7.00%3.00%11/9/20262,484 2,431 2,001 
Secured Debt(9) (25)11/09/202114.83%SF+7.00%3.00%11/9/202615,665 15,436 12,617 
Common Equity11/09/2021124124  
17,991 14,618 
Archer Systems, LLC(10)Mass Tort Settlement Administration Solutions Provider
Secured Debt(9) (25) (39)08/11/2022 SF+6.00%8/11/2027 (4)(4)
Secured Debt(9) (25)08/11/202210.72%SF+6.00%8/11/20272,200 2,161 2,145 
11

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Common Stock08/11/202262,40262 80 
2,219 2,221 
ATS Operating, LLC(10)For-Profit Thrift Retailer
Secured Debt(9) (25)01/18/202211.39%SF+6.50%1/18/202750 50 50 
Secured Debt(9) (25)01/18/202210.09%SF+5.50%1/18/2027925 908 914 
Secured Debt(9) (25)01/18/202212.09%SF+7.50%1/18/2027925 908 916 
Common Stock01/18/2022100,000100 90 
1,966 1,970 
AVEX Aviation Holdings, LLC(10)Specialty Aircraft Dealer & MRO Provider
Secured Debt(9) (25)12/23/202212.52%SF+7.75%12/23/2027307 287 294 
Secured Debt(9) (25)12/23/202212.61%SF+7.75%12/23/20274,028 3,874 3,862 
Common Equity12/15/2021137134 140 
4,295 4,296 
BBB Tank Services, LLCMaintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
Unsecured Debt(9) (17)04/08/201615.66%L+11.00%4/8/2021200 200 200 
Unsecured Debt(9) (17)04/08/201615.66%L+11.00%4/8/20211,000 1,000 522 
Member Units 04/08/2016200,000  200  
Preferred Stock (non-voting)12/17/2018 15.00%41  
1,441 722 
Berry Aviation, Inc.(10)Charter Airline Services
Secured Debt 07/06/201812.00% 1.50%1/6/2025197 197 197 
Preferred Member Units(8) (23)07/06/20181,548,3878.00%8.00%1,184 5,544 
Preferred Member Units(8) (23) (39)11/12/2019122,416 16.00% 340 
1,381 6,081 
Bettercloud, Inc.(10)SaaS Provider of Workflow Management and Business Application Solutions
Secured Debt(9) (25) (39)06/30/2022SF+7.00%6.00%6/30/2028 (21)(21)
Secured Debt(9) (25)06/30/202211.89%SF+7.00%6.00%6/30/20288,111 7,975 8,111 
7,954 8,090 
Binswanger Enterprises, LLC(10)Glass Repair and Installation Service Provider
Member Units03/10/20171,050,0001,050 230 
Bluestem Brands, Inc.(11)Multi-Channel Retailer of General Merchandise
Secured Debt(9)10/19/202215.50%P+7.50%14.50%8/28/20251,299 1,299 1,221 
Secured Debt(9)08/28/202013.07%L+8.50%12.07%8/28/20253,549 2,626 3,336 
Common Stock(8)10/01/2020700,446 2,974 
Warrants(27)10/19/2022175,11010/19/20321,111 739 
5,036 8,270 
12

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Boccella Precast Products LLCManufacturer of Precast Hollow Core Concrete
Secured Debt09/23/202110.00%2/28/202780 80 80 
Member Units 06/30/2017540,000564 692 
644 772 
Brightwood Capital Fund Investments(12) (13)Investment Partnership
LP Interests (Brightwood Capital Fund III, LP)(24)07/21/20140.5%2,449 1,529 
LP Interests (Brightwood Capital Fund IV, LP)(8) (24)10/26/20161.2%8,737 9,328 
11,186 10,857 
Buca C, LLCCasual Restaurant Group
Secured Debt06/30/201512.00%6/30/202311,490 11,490 8,095 
Preferred Member Units 06/30/201546.00%6.00%3,040  
14,530 8,095 
Burning Glass Intermediate Holding Company, Inc.(10)Provider of Skills-Based Labor Market Analytics
Secured Debt(9)06/14/20219.83%L+5.00%6/10/2026516 499 516 
Secured Debt(9)06/14/20219.63%L+5.00%6/10/202813,222 13,045 13,222 
13,544 13,738 
Cadence Aerospace LLC(10)Aerostructure Manufacturing
Secured Debt(9)11/14/201713.14%L+6.50%2.00%11/14/202314,372 14,350 14,372 
Secured Debt(9)11/14/201713.14%L+6.50%2.00%11/14/20234,464 4,457 4,464 
Secured Debt(9)11/14/201713.33%L+6.50%2.00%11/14/2023   
Secured Debt(9)11/14/201713.23%L+6.50%2.00%11/14/2023   
Secured Debt(9)11/14/201713.33%L+6.50%2.00%11/14/20231,774 1,771 1,774 
20,578 20,610 
CAI Software LLCProvider of Specialized Enterprise Resource Planning Software
Preferred Equity 12/13/2021379,338379 379 
Preferred Equity12/13/2021126,446  
379 379 
Camin Cargo Control, Inc.(11)Provider of Mission Critical Inspection, Testing and Fuel Treatment Services
Secured Debt(9) (25)06/14/202111.34%SF+6.50%6/4/20267,589 7,537 7,323 
Career Team Holdings, LLCProvider of Workforce Training and Career Development Services
Secured Debt(9) (39)12/17/2021L+6.00%12/17/2026 (3)(3)
Secured Debt12/17/202112.50%12/17/20262,250 2,200 2,200 
13

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Common Stock12/17/202150,000500 500 
2,697 2,697 
CaseWorthy, Inc.(10)SaaS Provider of Case Management Solutions
Secured Debt(9) (39)05/18/2022L+6.00%5/18/2027 (3)(3)
Secured Debt(9)05/18/202210.73%L+6.00%5/18/20272,600 2,575 2,576 
Secured Debt(9)05/18/202210.73%L+6.00%5/18/20271,995 1,978 1,995 
Common Equity12/30/202280,00080 80 
4,630 4,648 
Channel Partners Intermediateco, LLC(10)Outsourced Consumer Services Provider
Secured Debt(9) (25) (29)02/07/202211.06%SF+6.25%2/7/2027172 163 168 
Secured Debt(9) (25) (29)02/07/202211.08%SF+6.25%2/7/20273,574 3,517 3,500 
Secured Debt(9) (25)03/27/202311.14%SF+6.25%2/7/2027453 441 444 
4,121 4,112 
Clarius BIGS, LLC(10)Prints & Advertising Film Financing
Secured Debt(14) (17)09/23/201415.00%15.00%1/5/20152,747 2,402 26 
Classic H&G Holdings, LLCProvider of Engineered Packaging Solutions
Secured Debt(9)03/12/202010.88%L+6.00%3/12/20251,140 1,128 1,140 
Secured Debt03/12/20208.00%3/12/20254,819 4,757 4,819 
Preferred Member Units(8)03/12/2020391,440 6,430 
7,325 12,389 
Computer Data Source, LLC(10)Third Party Maintenance Provider to the Data Center Ecosystem
Secured Debt(9) (30)08/06/202112.34%L+7.50%8/6/20264,167 4,110 3,799 
Secured Debt(9)08/06/202112.35%L+7.50%8/6/202615,547 15,334 14,176 
19,444 17,975 
Construction Supply Investments, LLC(10)Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
Member Units 12/29/2016861,6183,335 23,650 
Dalton US Inc.(10)Provider of Supplemental Labor Services
Secured Debt(9) (25) (31)08/16/202212.33%SF+7.50%8/16/2027232 216 226 
Secured Debt(9) (25) (39)08/16/2022SF+7.50%8/16/2027 (5)(5)
Secured Debt(9) (25)08/16/202212.26%SF+7.50%8/16/20271,032 1,014 1,006 
Common Stock08/16/20221414 14 
14

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
1,239 1,241 
DMA Industries, LLCDistributor of aftermarket ride control products
Secured Debt11/19/202112.00%11/19/20265,300 5,222 5,300 
Preferred Equity11/19/20211,4861,486 1,820 
6,708 7,120 
DTE Enterprises, LLC(10)Industrial Powertrain Repair and Services
Secured Debt(9) (39)04/13/2018L+7.50%6/30/2023   
Secured Debt(9)04/13/201812.44%L+7.50%6/30/20235,634 5,632 5,634 
Class A Preferred Member Units 04/13/2018776,3168.00%8.00%776 380 
Class AA Preferred Member Units (non-voting)(8)04/13/2018 10.00%10.00%1,190 1,190 
7,598 7,204 
Dynamic Communities, LLC(10)Developer of Business Events and Online Community Groups
Secured Debt(9) (25)12/20/20229.18%SF+4.50%9.18%12/31/20261,875 1,717 1,717 
Secured Debt(9) (25)12/20/202211.18%SF+6.50%11.18%12/31/20261,875 1,642 1,642 
Preferred Equity12/20/2022125,000128 128 
Preferred Equity12/20/20222,376,241  
Common Equity12/20/20221,250,000  
3,487 3,487 
Elgin AcquireCo, LLCManufacturer and Distributor of Engine and Chassic Components
Secured Debt(9) (25) (39)10/03/2022SF+6.00%10/3/2027 (1)(1)
Secured Debt10/03/202212.00%10/3/20271,227 1,194 1,194 
Secured Debt10/03/20229.00%10/3/2052415 411 411 
Common Stock10/03/202225497 497 
Common Stock(23)10/03/202261102 102 
2,203 2,203 
Emerald Technologies Acquisition Co, Inc.(11)Design & Manufacturing
Secured Debt(9) (25)02/10/202210.97%SF+6.25%2/10/20282,438 2,397 2,316 
Engineering Research & Consulting, LLC(10)Provider of Engineering & Consulting Services to US Department of Defense
Secured Debt(9) (25)05/23/202211.43%SF+6.50%5/23/2027310 297 308 
Secured Debt(9) (25)05/23/202211.43%SF+6.50%5/23/20285,147 5,062 5,109 
5,359 5,417 
EPIC Y-Grade Services, LP(11)NGL Transportation & Storage
15

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt(9)06/22/201810.96%L+6.00%6/30/20276,805 6,746 5,963 
Event Holdco, LLC(10)Event and Learning Management Software for Healthcare Organizations and Systems
Secured Debt(9) (23) (25)12/22/202111.73%SF+7.00%12/22/2026308 305 292 
Secured Debt(9) (23) (25)12/22/202111.73%SF+7.00%12/22/20263,692 3,665 3,504 
3,970 3,796 
Flip Electronics LLC(10)Distributor of Hard-to-Find and Obsolete Electronic Components
Secured Debt(9) (25)03/24/202212.55%SF+7.50%1/2/20261,091 1,091 1,091 
Secured Debt(9) (25)01/04/202112.55%SF+7.50%1/2/202612,327 12,078 12,327 
13,169 13,418 
Hawk Ridge Systems, LLCValue-Added Reseller of Engineering Design and Manufacturing Solutions
Secured Debt(9)12/02/201610.75%L+6.00%1/15/20261,000 998 1,000 
Secured Debt12/02/201610.00%1/15/20268,200 8,151 8,200 
Preferred Member Units(8)12/02/201656713 4,370 
Preferred Member Units(23)12/02/20165638 230 
9,900 13,800 
HDC/HW Intermediate Holdings(10)Managed Services and Hosting Provider
Secured Debt(9) (25)12/21/201814.34%SF+9.50%14.34%12/21/2023187 186 182 
Secured Debt(9) (25)12/21/201814.34%SF+9.50%14.34%12/21/20231,845 1,839 1,798 
2,025 1,980 
HEADLANDS OP-CO LLC(10)Clinical Trial Sites Operator
Secured Debt(9) (25) (39)08/01/2022SF+6.50%8/1/2027 (17)(17)
Secured Debt(9) (25) (39)08/01/2022SF+6.50%8/1/2027 (17)(17)
Secured Debt(9) (25)08/01/202211.12%SF+6.50%8/1/20274,963 4,876 4,963 
4,842 4,929 
Hybrid Promotions, LLC(10)Wholesaler of Licensed, Branded and Private Label Apparel
Secured Debt(9) (25)06/30/202113.10%SF+8.25%6/30/20267,875 7,770 6,468 
IG Parent Corporation(11)Software Engineering
Secured Debt(9) (25) (39)07/30/2021 SF+5.75%7/30/2026 (17) 
Secured Debt(9) (25)07/30/202110.59%SF+5.75%7/30/20288,275 8,175 8,187 
8,158 8,187 
Implus Footcare, LLC(10)Provider of Footwear and Related Accessories
16

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt(9) (25)06/01/201713.99%SF+7.75%1.50%4/30/202416,966 16,960 15,438 
Independent Pet Partners Intermediate Holdings, LLC(10)Omnichannel Retailer of Specialty Pet Products
Secured Debt(14)12/10/20206.00%6.00%11/20/202310,902 10,443 3,556 
Secured Debt11/28/202214.95%SF+10.00%14.95%4/16/20231,418 1,385 1,373 
Secured Debt02/13/202314.66%SF+10.00%14.66%4/16/20231,476 1,456 1,430 
Preferred Stock (non-voting) 12/10/2020 6.00%6.00%2,470  
Preferred Stock (non-voting)12/10/2020   
Member Units11/20/20181,191,6671,192  
Warrants11/20/2018185,75711/19/2028  
16,946 6,359 
Industrial Services Acquisition, LLC(10)Industrial Cleaning Services
Secured Debt(9)08/13/202111.50%L+6.75%8/13/2026543 520 543 
Secured Debt(9)08/13/202111.50%L+6.75%8/13/202611,523 11,388 11,523 
Preferred Member Units(8) (23)01/31/201833610.00%10.00%306 343 
Preferred Member Units(8) (23)05/17/201918720.00%20.00%221 223 
Member Units(23)06/17/20162,1002,100 1,400 
14,535 14,032 
Infinity X1 Holdings, LLCManufacturer and supplier of personal lighting products
Secured Debt03/31/202313.00%3/31/20284,500 4,411 4,411 
Preferred Equity03/31/202320,0001,000 1,000 
5,411 5,411 
Infolinks Media Buyco, LLC(10)Exclusive Placement Provider to the Advertising Ecosystem
Secured Debt(9) (39)11/01/2021L+5.50%11/1/2026 (45)(45)
Secured Debt(9)11/01/202110.23%L+5.50%11/1/202610,714 10,560 10,714 
10,515 10,669 
Interface Security Systems, L.L.C(10)Commercial Security & Alarm Services
Secured Debt 12/09/202114.76%L+10.00%8/7/20231,835 1,835 1,781 
Secured Debt(9) (14)08/07/201911.63%L+7.00%11.63%8/7/20237,334 7,254 1,085 
Common Stock12/07/20212,143  
9,089 2,866 
Intermedia Holdings, Inc.(11)Unified Communications as a Service
Secured Debt(9)08/03/201810.84%L+6.00%7/19/20255,596 5,589 4,309 
Invincible Boat Company, LLC.(10)Manufacturer of Sport Fishing Boats
17

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt(9) (32)08/28/201911.32%L+6.50%8/28/2025726 722 726 
Secured Debt(9)08/28/201911.23%L+6.50%8/28/202516,889 16,800 16,889 
17,522 17,615 
INW Manufacturing, LLC(11)Manufacturer of Nutrition and Wellness Products
Secured Debt(9)05/19/202110.48%L+5.75%3/25/20276,891 6,741 5,937 
Iron-Main Investments, LLCConsumer Reporting Agency Providing Employment Background Checks and Drug Testing
Secured Debt08/02/202113.50%1/31/20281,133 1,110 1,110 
Secured Debt09/01/202113.50%1/31/2028788 772 772 
Secured Debt11/15/202113.50%1/31/20282,236 2,236 2,236 
Secured Debt11/15/202113.50%1/31/20284,928 4,820 4,820 
Secured Debt01/31/202313.50%1/31/20282,800 2,655 2,655 
Common Stock08/03/202150,753689 689 
12,282 12,282 
Isagenix International, LLC(11)Direct Marketer of Health & Wellness Products
Secured Debt(9) (14)06/21/20189.93%L+7.75% 6/14/20255,053 5,031 1,718 
Jackmont Hospitality, Inc.(10)Franchisee of Casual Dining Restaurants
Secured Debt(9)10/26/202212.23%L+7.50%11/4/2024975 945 975 
Secured Debt(9)11/08/202112.23%L+7.50%11/4/20244,074 4,074 4,074 
Preferred Equity(8)11/08/20215,653,333216 990 
5,235 6,039 
Joerns Healthcare, LLC(11)Manufacturer and Distributor of Health Care Equipment & Supplies
Secured Debt(25)11/15/202123.04%SF+18.00%23.04%1/31/20242,048 2,048 2,048 
Secured Debt(14) (25)08/21/201921.08%SF+16.00%21.08%8/21/20243,351 3,325 233 
Common Stock08/21/2019392,5143,678  
9,051 2,281 
Johnson Downie Opco, LLCExecutive Search Services
Secured Debt(9) (39)12/10/2021L+11.50%12/10/2026 (3) 
Secured Debt(9)12/10/202116.25%L+11.50%12/10/20261,111 1,095 1,111 
Preferred Equity(8)12/10/2021350350 730 
1,442 1,841 
JorVet Holdings, LLCSupplier and Distributor of Veterinary Equipment and Supplies
Secured Debt03/28/202212.00%3/28/20272,850 2,805 2,805 
18

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Preferred Equity(8)03/28/202211,9341,193 1,193 
3,998 3,998 
JTI Electrical & Mechanical, LLC(10)Electrical, Mechanical and Automation Services
Secured Debt(9) (39)12/22/2021L+6.00%12/22/2026 (10)(10)
Secured Debt(9)12/22/202110.73%L+6.00%12/22/20263,059 3,013 3,059 
Common Equity12/22/2021140,351140 240 
3,143 3,289 
KMS, LLC(10)Wholesaler of Closeout and Value-priced Products
Secured Debt(9)10/04/202112.00%L+7.25%10/4/20261,316 1,242 1,234 
Secured Debt(9)10/04/202112.00%L+7.25%10/4/20269,358 9,224 8,763 
10,466 9,997 
Lightbox Holdings, L.P.(11)Provider of Commercial Real Estate Software
Secured Debt05/09/201910.16%L+5.00%5/9/20265,810 5,772 5,607 
LL Management, Inc.(10)Medical Transportation Service Provider
Secured Debt(9) (25)05/02/201912.11%SF+7.25%9/25/20238,004 7,993 7,908 
Secured Debt(9) (25) (33)05/02/201912.13%SF+7.25%9/25/20236,164 6,154 6,090 
Secured Debt(9) (25)05/12/202212.09%SF+7.25%9/25/20238,865 8,815 8,759 
22,962 22,757 
LLFlex, LLC(10)Provider of Metal-Based Laminates
Secured Debt(9)08/16/202113.75%L+9.00%8/16/20264,925 4,849 4,534 
Logix Acquisition Company, LLC(10)Competitive Local Exchange Carrier
Secured Debt(9)01/08/201810.59%L+5.75%12/22/20249,506 9,480 7,783 
Mako Steel, LP(10)Self-Storage Design & Construction
Secured Debt(9)03/15/202112.30%L+7.25%3/15/20262,028 1,980 2,009 
Secured Debt(9)03/15/202112.30%L+7.25%3/15/202616,983 16,776 16,823 
18,756 18,832 
MB2 Dental Solutions, LLC(11)Dental Partnership Organization
Secured Debt(9) (25) (28)01/28/202110.72%SF+6.00%1/29/20279,259 9,122 9,259 
Secured Debt(9) (25)01/28/202110.72%SF+6.00%1/29/20277,856 7,768 7,856 
16,890 17,115 
MetalForming AcquireCo, LLCDistributor of Sheet Metal Folding and Metal Forming Equipment
Secured Debt10/19/202210/19/2024 (1)(1)
19

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt10/19/202212.75%10/19/20271,748 1,700 1,700 
Preferred Equity(8)10/19/2022434,3318.00%8.00%450 450 
Common Stock(8)10/19/2022112,865113 113 
2,262 2,262 
Microbe Formulas, LLC(10)Nutritional Supplements Provider
Secured Debt(9) (25) (39)04/04/2022SF+6.25%4/3/2028 (7)(7)
Secured Debt(9) (25)04/04/202211.09%SF+6.25%4/3/20283,099 3,046 2,995 
3,039 2,988 
Mills Fleet Farm Group, LLC(10)Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
Secured Debt(9)10/24/201811.08%L+6.25%10/24/202418,740 18,558 18,337 
MonitorUS Holding, LLC(10) (13) (21)SaaS Provider of Media Intelligence Services
Secured Debt(9)05/24/202212.11%L+7.00%5/24/2027556 538 538 
Secured Debt(9)05/24/202211.73%L+7.00%5/24/20272,882 2,832 3,106 
Secured Debt(9)05/24/202211.73%L+7.00%5/24/20274,906 4,825 4,906 
Common Stock08/30/202212,798,820256 256 
8,451 8,806 
NinjaTrader, LLC(10)Operator of Futures Trading Platform
Secured Debt(9) (39)12/18/2019L+6.25%12/18/2024 (1) 
Secured Debt(9) (39)12/18/2019L+6.25%12/18/2024 (20)(20)
Secured Debt(9)12/18/201911.00%L+6.25%12/18/202411,634 11,538 11,634 
11,517 11,614 
NTM Acquisition Corp.(11)Provider of B2B Travel Information Content
Secured Debt(9) (25)07/12/201613.30%SF+7.25%1.00%6/7/20243,980 3,978 3,821 
NWN Corporation(10)Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries
Secured Debt(9) (25) (34)05/07/202112.85%SF+8.00%5/7/20261,977 1,930 1,857 
Secured Debt(9) (25)05/07/202112.87%SF+8.00%5/7/202620,677 20,393 19,422 
Secured Debt12/16/202220.00%20.00%8/6/20263,420 3,270 3,237 
25,593 24,516 
OVG Business Services, LLC(10)Venue Management Services
Secured Debt(9)11/29/202110.89%L+6.25%11/19/202817,325 17,184 16,892 
Paragon Healthcare, Inc.(10)Infusion Therapy Treatment Provider
Secured Debt(9) (25)01/19/202210.70%SF+5.75%1/19/2027143 130 139 
20

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt(9) (25)01/19/202210.78%SF+5.75%1/19/2027426 415 416 
Secured Debt(9) (25)01/19/202210.48%SF+5.75%1/19/20272,475 2,421 2,415 
2,966 2,970 
PTL US Bidco, Inc(10) (13)Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved In the Drilling, Evaluation and Completion of Oil and Gas Wells.
Secured Debt(9)08/19/202214.25%P+6.25%8/19/202794 83 91 
Secured Debt(9) (25)08/19/202212.32%SF+7.25%8/19/20271,828 1,796 1,778 
1,879 1,869 
RA Outdoors LLC(10)Software Solutions Provider for Outdoor Activity Management
Secured Debt(9) (25)04/08/202111.47%SF+6.75%4/8/2026370 361 334 
Secured Debt(9) (25)04/08/202111.63%SF+6.75%4/8/202612,917 12,799 11,644 
13,160 11,978 
Research Now Group, Inc. and Survey Sampling International, LLC(11)Provider of Outsourced Online Surveying
Secured Debt(9)12/29/201710.31%L+5.50%12/20/20249,768 9,768 7,492 
RM Bidder, LLC(10)Scripted and Unscripted TV and Digital Programming Provider
Member Units11/12/20151,85431 14 
Warrants(26)11/12/2015218,60110/20/2025284  
315 14 
Roof Opco, LLC(10)Residential Re-Roofing/Repair
Secured Debt(9) (25) (39)08/27/2021SF+6.50%8/27/2026 (13) 
Secured Debt(9) (25)08/27/202111.35%SF+6.50%8/27/20262,917 2,841 2,875 
Secured Debt(9) (25)08/27/202111.35%SF+6.50%8/27/20263,967 3,910 3,910 
6,738 6,785 
Rug Doctor, LLC.(10)Carpet Cleaning Products and Machinery
Secured Debt(9) (25)07/16/202113.02%SF+6.25%2.00%11/16/20246,250 6,217 5,751 
Secured Debt(9) (25)07/16/202113.02%SF+6.25%2.00%11/16/20249,250 9,198 8,511 
15,415 14,262 
Savers, Inc.(11)For-Profit Thrift Retailer
Secured Debt(9) (25)05/14/202110.34%SF+5.50%4/26/20282,114 2,105 2,029 
SIB Holdings, LLC(10)Provider of Cost Reduction Services
Secured Debt(9)10/29/202111.21%L+6.25%10/29/2026737 727 667 
Secured Debt(9)10/29/202111.21%L+6.25%10/29/20261,930 1,887 1,744 
Secured Debt(9)10/29/202111.21%L+6.25%10/29/20269,652 9,512 8,725 
21

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Common Equity10/29/2021119,048250 121 
12,376 11,257 
Slick Innovations, LLCText Message Marketing Platform
Secured Debt09/13/201814.00%12/22/20273,400 3,283 3,400 
Common Stock(8)09/13/201817,500114 470 
3,397 3,870 
South Coast Terminals Holdings, LLC(10)Specialty Toll Chemical Manufacturer
Secured Debt(9) (39)12/10/2021L+5.25%12/13/2026 (6)(6)
Secured Debt(9)12/10/202110.03%L+5.25%12/13/20263,514 3,461 3,514 
Common Equity12/10/202160,60661 92 
3,516 3,600 
SPAU Holdings, LLC(10)Digital Photo Product Provider
Secured Debt(9) (25) (39)07/01/2022SF+7.50%7/1/2027 (17)(17)
Secured Debt(9) (25)07/01/202212.23%SF+7.50%7/1/20274,963 4,880 4,962 
Common Stock07/01/2022200,000200 200 
5,063 5,145 
Tex Tech Tennis, LLC(10)Sporting Goods & Textiles
Preferred Equity(23)07/07/20211,000,0001,000 1,980 
The Affiliati Network, LLCPerformance Marketing Solutions
Secured Debt(39)08/09/20218/9/2026 (3)(3)
Secured Debt08/09/202112.00%8/9/20262,330 2,295 2,295 
Preferred Stock(8)08/09/2021320,0001,600 1,600 
3,892 3,892 
U.S. TelePacific Corp.(11)Provider of Communications and Managed Services
Secured Debt(9) (25)05/17/201713.16%SF+8.40%7.25%5/2/202613,669 13,608 3,588 
USA DeBusk LLC(10)Provider of Industrial Cleaning Services
Secured Debt(9)10/22/201910.38%L+5.75%9/8/202617,967 17,795 17,967 
UserZoom Technologies, Inc.(10)Provider of User Experience Research Automation Software
Secured Debt(9) (25)01/11/202312.13%SF+7.50%4/5/20293,000 2,912 2,914 
Vida Capital, Inc(11)Alternative Asset Manager
Secured Debt10/10/201910.63%L+6.00%10/1/20266,122 6,071 4,515 
22

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MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Vistar Media, Inc.(10)Operator of Digital Out-of-Home Advertising Platform
Preferred Stock04/03/201970,207767 2,340 
VORTEQ Coil Finishers, LLC(10)Specialty Coating of Aluminum and Light-Gauge Steel
Common Equity(8)11/30/2021769,231769 2,910 
Wall Street Prep, Inc.(10)Financial Training Services
Secured Debt(9) (39)07/19/2021L+7.00%7/19/2026 (7)(7)
Secured Debt(9)07/19/202111.75%L+7.00%7/19/20265,294 5,223 5,188 
Common Stock07/19/2021500,000500 530 
5,716 5,711 
Watterson Brands, LLC(10)Facility Management Services
Secured Debt(9) (35)12/17/202111.07%L+6.25%12/17/2026297 292 296 
Secured Debt(9)12/17/202110.98%L+6.00%12/17/202653 46 53 
Secured Debt(9)12/17/202110.98%L+6.25%12/17/20264,132 4,082 4,117 
4,420 4,466 
West Star Aviation Acquisition, LLC(10)Aircraft, Aircraft Engine and Engine Parts
Secured Debt(9) (25) (39)03/01/2022 SF+6.00%3/1/2028 (5)(5)
Secured Debt(9) (25)03/01/202210.79%SF+6.00%3/1/20282,970 2,921 2,969 
Common Stock03/01/2022200,000200 280 
3,116 3,244 
Winter Services LLC(10)Provider of Snow Removal and Ice Management Services
Secured Debt(9) (39)11/19/2021L+7.00%11/19/2026 (40) 
Secured Debt(9) (39)11/19/2021L+7.00%11/19/2026 (42)(42)
Secured Debt(9)11/19/202111.75%L+7.00%11/19/202612,500 12,317 12,499 
12,235 12,457 
World Micro Holdings, LLCSupply Chain Management
Secured Debt12/12/202213.00%12/12/20271,970 1,932 1,932 
Preferred Equity12/12/2022530530 530 
2,462 2,462 
Xenon Arc, Inc.(10)Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
Secured Debt 12/17/20219.92%L+5.25%12/17/202662 53 62 
Secured Debt 12/17/202110.34%L+5.25%12/17/20271,197 1,168 1,186 
Secured Debt12/17/202110.35%L+5.25%12/17/20272,370 2,334 2,349 
23

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
3,555 3,597 
YS Garments, LLC(11)Designer and Provider of Branded Activewear
Secured Debt(9)08/22/201814.50%P+6.00%8/9/20266,236 6,096 5,613 
Zips Car Wash, LLC(10)Express Car Wash Operator
Secured Debt(9) (25) (33)02/11/202212.15%SF+7.25%3/1/20242,382 2,357 2,382 
Secured Debt(9) (25) (33)02/11/202212.12%SF+7.25%3/1/2024597 594 596 
2,951 2,978 
Subtotal Non-Control/Non-Affiliate Investments (122.4% of net assets at fair value)
$789,422 $746,347 
Total Portfolio Investments, March 31, 2023 (175.0% of net assets at fair value)
$1,062,976 $1,067,094 
Money market accounts and money market funds (included in cash and cash equivalents and restricted cash and cash equivalents) (16)
First American Treasury Obligations Fund Class Z$10,910 $10,910 
US Bank Money Market 5 (21)7,505 7,505 
Total money market accounts and money market funds$18,415 $18,415 
___________________________________________________
(1)All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C — Fair Value Hierarchy for Investments — Portfolio Composition for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered as security for one of the Company’s Credit Facilities.
(2)Debt investments are income producing, unless otherwise noted by footnote (14), as described below. Equity and warrants are non-income producing, unless otherwise noted by footnote (8), as described below.
(3)See Note C — Fair Value Hierarchy for Investments — Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.
(4)Principal is net of repayments. Cost is net of repayments and accumulated unearned income. Negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(5)Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.
(6)Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.
(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.
(8)Income producing through dividends or distributions.
(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 93% of the loans (based on the par amount) contain LIBOR or Term SOFR (“SOFR”) floors which range between 0.75% and 2.00%, with a weighted-average floor of 1.05%.
(10)Private Loan portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Private Loan portfolio investments.
24

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MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
(11)Middle Market portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Middle Market portfolio investments.
(12)Other Portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Other Portfolio investments.
(13)Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.
(14)Non-accrual and non-income producing investment.
(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”
(16)Short-term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less. These short-term investments are included as Cash and cash equivalents on the Consolidated Balance Sheets.
(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.
(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.
(19)Investments may have a portion, or all, of their income received from Paid-in-Kind (“PIK”) interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of March 31, 2023.
(20)All portfolio company headquarters are based in the United States, unless otherwise noted.
(21)Effective yield as of March 31, 2023 was approximately 0.005% on the US Bank Money Market Account.
(22)Investment date represents the date of initial investment in the security position.
(23)Shares/Units represent ownership in a related Real Estate or HoldCo entity.
(24)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.
(25)A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR (“L”), SOFR (“SF”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of March 31, 2023, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.26%.
(26)Warrants are presented in equivalent units with a strike price of $14.28 per unit.
(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.
(28)As of March 31, 2023, borrowings under the loan facility bear interest at SOFR+6.00% (Floor 1.00%). Each new draw of funding on the delayed draw term loan facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2023.
(29)As of March 31, 2023, borrowings under the loan facility bear interest at SOFR+6.25% (Floor 1.00%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2023.
(30)As of March 31, 2023, borrowings under the loan facility bore interest at LIBOR+7.50% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2023.
(31)As of March 31, 2023, borrowings under the loan facility bore interest at SOFR+7.50% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2023.
25

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
March 31, 2023
(dollars in thousands)
(Unaudited)
(32)As of March 31, 2023, borrowings under the loan facility bore interest at LIBOR+6.50% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2023.
(33)As of March 31, 2023, borrowings under the loan facility bear interest at SOFR+7.25% (Floor 1.00%). Each new draw or funding on the facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2023.
(34)As of March 31, 2023, borrowings under the loan facility bore interest at SOFR+8.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2023.
(35)As of March 31, 2023, borrowings under the loan facility bore interest at LIBOR+6.25% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of March 31, 2023.
(36)Index based floating interest rate is subject to contractual maximum base rate of 3.00%.
(37)Index based floating interest rate is subject to contractual maximum base rate of 3.50%.
(38)Index based floating interest rate is subject to contractual maximum base rate of 2.50%.
(39)The position is unfunded and no interest income is being earned as of March 31, 2023. The position may earn a nominal unused facility fee on committed amounts.

26

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Control Investments (5)
Copper Trail Fund Investments(12) (13)Investment Partnership
LP Interests (CTMH, LP)(24)07/17/201739.0%$713 $588 
GRT Rubber Technologies LLCManufacturer of Engineered Rubber Products
Secured Debt12/21/201810.12%L+6.00%12/21/2023330 324 330 
Secured Debt12/19/201412.12%L+8.00%10/29/202619,944 19,753 19,943 
Member Units(8)12/19/20142,8966,435 21,890 
26,512 42,163 
Harris Preston Fund Investments(12) (13)Investment Partnership
LP Interests (2717 MH, L.P.)(24)10/01/201749.3%3,895 7,552 
Subtotal Control Investments (8.3% of net assets at fair value)
$31,120 $50,303 
Affiliate Investments (6)
AFG Capital Group, LLCProvider of Rent-to-Own Financing Solutions and Services
Preferred Member Units(8)11/07/201446$300 $2,350 
Analytical Systems Keco Holdings, LLCManufacturer of Liquid and Gas Analyzers
Secured Debt(9)08/16/2019L+10.00%8/16/2024 (2)(2)
Secured Debt(9)08/16/201914.13%L+10.00%8/16/20241,166 1,135 1,135 
Preferred Member Units08/16/201980014.13%800  
Preferred Member Units05/20/2021607607 880 
Warrants(27)08/16/20191058/16/202979  
2,619 2,013 
ATX Networks Corp.(11)Provider of Radio Frequency Management Equipment
Secured Debt(9)09/01/202112.23%L+7.50%9/1/20266,811 6,266 6,368 
Unsecured Debt09/01/202110.00%10.00%9/1/20283,417 2,337 2,614 
Common Stock09/01/2021585 3,290 
8,603 12,272 
Barfly Ventures, LLC(10)Casual Restaurant Group
Member Units10/26/202012528 1,107 
Batjer TopCo, LLCHVAC Mechanical Contractor
Secured Debt03/07/20223/31/2027 (1)(1)
Secured Debt03/07/202211.00%3/31/20271,225 1,205 1,205 
Preferred Stock(8)03/07/2022453455 455 
1,659 1,659 
Brewer Crane Holdings, LLCProvider of Crane Rental and Operating Services
Secured Debt(9)01/09/201814.12%L+10.00%1/9/20231,491 1,491 1,491 
Preferred Member Units(8)01/09/20187371,070 1,770 
2,561 3,261 
27

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Centre Technologies Holdings, LLCProvider of IT Hardware Services and Software Solutions
Secured Debt(9)01/04/2019L+9.00%1/4/2026   
Secured Debt(9)01/04/201913.13%L+9.00%1/4/20263,758 3,731 3,731 
Preferred Member Units01/04/20193,3271,531 2,170 
5,262 5,901 
Chamberlin Holding LLCRoofing and Waterproofing Specialty Contractor
Secured Debt(9)02/26/2018L+6.00%2/26/2023   
Secured Debt(9)02/26/201812.13%L+8.00%2/26/20234,236 4,228 4,236 
Member Units(8)02/26/20181,0872,860 5,728 
Member Units(8) (23)11/02/2018261,786443 678 
7,531 10,642 
Charps, LLCPipeline Maintenance and Construction
Preferred Member Units(8)02/03/2017457491 3,330 
Clad-Rex Steel, LLCSpecialty Manufacturer of Vinyl-Clad Metal
Secured Debt(9)12/20/201613.23%SF+9.00%1/15/20242,620 2,620 2,620 
Secured Debt12/20/201610.00%12/20/2036262 260 260 
Member Units(8)12/20/20161791,820 2,060 
Member Units(23)12/20/201620053 152 
4,753 5,092 
Cody Pools, Inc.Designer of Residential and Commercial Pools
Secured Debt(9)03/06/202015.38%L+10.50%12/17/2026273 261 273 
Secured Debt(9)03/06/202015.38%L+10.50%12/17/20266,882 6,786 6,882 
Preferred Member Units(8) (23)03/06/20201472,079 14,550 
9,126 21,705 
Colonial Electric Company LLCProvider of Electrical Contracting Services
Secured Debt03/31/20213/31/2026   
Secured Debt03/31/202112.00%3/31/20265,828 5,729 5,729 
Preferred Member Units(8)03/31/20214,3201,920 2,290 
7,649 8,019 
Datacom, LLCTechnology and Telecommunications Provider
Secured Debt03/01/20227.50%12/31/202525 25 25 
Secured Debt03/31/20217.50%12/31/2025958 895 865 
Preferred Member Units(8)03/31/20211,000290 300 
1,210 1,190 
Digital Products Holdings LLCDesigner and Distributor of Consumer Electronics
Secured Debt(9)04/01/201814.13%L+10.00%4/1/20233,883 3,878 3,878 
Preferred Member Units(8)04/01/20189642,375 2,459 
6,253 6,337 
Direct Marketing Solutions, Inc.Provider of Omni-Channel Direct Marketing Services
Secured Debt(9)02/13/2018L+11.00%2/13/2026 (5) 
Secured Debt(9)12/27/202215.13%L+11.00%2/13/20265,352 5,306 5,352 
28

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Preferred Stock(8)02/13/20182,1002,100 5,558 
7,401 10,910 
Flame King Holdings, LLCPropane Tank and Accessories Distributor
Secured Debt(9)10/29/202110.75%L+6.50%10/31/20261,900 1,885 1,900 
Secured Debt(9)10/29/202113.25%L+9.00%10/31/20265,300 5,175 5,300 
Preferred Equity(8)10/29/20212,3402,600 4,400 
9,660 11,600 
Freeport Financial Funds(12) (13)Investment Partnership
LP Interests (Freeport First Lien Loan Fund III LP)(8) (24)07/31/20156.0%6,303 5,848 
Gamber-Johnson Holdings, LLCManufacturer of Ruggedized Computer Mounting Systems
Secured Debt(9)06/24/2016SF+8.50%1/1/2028   
Secured Debt(9)12/15/202211.50%SF+8.50%1/1/202816,020 15,747 16,020 
Member Units(8)06/24/20162,2614,423 12,720 
20,170 28,740 
GFG Group, LLC.Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers
Secured Debt03/31/20219.00%3/31/20262,836 2,779 2,836 
Preferred Member Units(8)03/31/2021561,225 1,790 
4,004 4,626 
Gulf Publishing Holdings, LLCEnergy Industry Focused Media and Publishing
Secured Debt(9)09/29/2017L+9.50%7/1/2027   
Secured Debt07/01/202212.50%7/1/2027600 600 571 
Preferred Equity07/01/202215,9301,400 950 
Member Units04/29/2016920920  
2,920 1,521 
Harris Preston Fund Investments(12) (13)Investment Partnership
LP Interests (HPEP 3, L.P.)(24)08/09/20178.2%2,558 4,331 
Kickhaefer Manufacturing Company, LLCPrecision Metal Parts Manufacturing
Secured Debt10/31/201811.50%10/31/20235,104 5,075 5,093 
Secured Debt10/31/20189.00%10/31/2048970 961 961 
Preferred Equity10/31/20181453,060 1,800 
Member Units(8) (23)10/31/2018200248 713 
9,344 8,567 
Market Force Information, LLCProvider of Customer Experience Management Services
Secured Debt(14)07/28/201712.00%12.00%7/28/20236,520 6,463 403 
Member Units07/28/2017185,9804,160  
10,623 403 
MH Corbin Holding LLCManufacturer and Distributor of Traffic Safety Products
29

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt08/31/201513.00%12/31/20221,539 1,539 1,137 
Preferred Member Units03/15/201916,5001,100  
Preferred Member Units09/01/20151,0001,500  
4,139 1,137 
Mystic Logistics Holdings, LLCLogistics and Distribution Services Provider for Large Volume Mailers
Secured Debt08/18/20141/31/2024   
Secured Debt08/18/201410.00%1/31/20241,436 1,436 1,436 
Common Stock(8)08/18/20141,468680 5,708 
2,116 7,144 
NexRev LLCProvider of Energy Efficiency Products & Services
Secured Debt02/28/20182/28/2025   
Secured Debt02/28/201811.00%2/28/20252,866 2,828 2,119 
Preferred Member Units(8)02/28/201825,786,0462,053 280 
4,881 2,399 
NuStep, LLCDesigner, Manufacturer and Distributor of Fitness Equipment
Secured Debt(9)01/31/201710.63%L+6.50%1/31/20251,100 1,097 1,100 
Secured Debt01/31/201712.00%1/31/20254,610 4,603 4,603 
Preferred Member Units01/31/20171022,550 2,010 
Preferred Member Units11/02/2022515515 1,290 
8,765 9,003 
Oneliance, LLCConstruction Cleaning Company
Secured Debt(9)08/06/202115.13%L+11.00%8/6/20261,400 1,380 1,380 
Preferred Stock08/06/2021264264 264 
1,644 1,644 
Orttech Holdings, LLCDistributor of Industrial Clutches, Brakes and Other Components
Secured Debt(9)07/30/2021L+11.00%7/31/2026 (2)(2)
Secured Debt(9)07/30/202115.13%L+11.00%7/31/20265,900 5,814 5,814 
Preferred Stock(8) (23)07/30/20212,5002,500 2,940 
8,312 8,752 
Robbins Bros. Jewelry, Inc.Bridal Jewelry Retailer
Secured Debt(9)12/15/202112/15/2026 (8)(8)
Secured Debt(9)12/15/202112.50%12/15/20263,965 3,902 3,902 
Preferred Equity12/15/20211,2301,230 1,650 
5,124 5,544 
SI East, LLCRigid Industrial Packaging Manufacturing
Secured Debt08/31/20188/31/2023   
Secured Debt08/31/20189.50%8/31/202329,929 29,795 29,929 
Preferred Member Units(8)08/31/201852406 4,550 
30,201 34,479 
Sonic Systems International, LLC(10)Nuclear Power Staffing Services
Secured Debt(9)08/20/202111.24%L+7.50%8/20/202618,425 18,143 18,425 
Common Stock08/20/202111,6471,584 1,490 
19,727 19,915 
Student Resource Center, LLC(10)Higher Education Services
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Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt12/31/202213.27%L+8.50%12/31/20275,556 5,063 5,063 
Preferred Equity12/31/20226,564,055  
5,063 5,063 
Tedder Industries, LLCManufacturer of Firearm Holsters and Accessories
Secured Debt08/31/201812.00%8/31/2023460 460 460 
Secured Debt08/31/201812.00%8/31/20233,800 3,797 3,780 
Preferred Member Units08/31/20181362,311 1,920 
6,568 6,160 
Trantech Radiator Topco, LLCTransformer Cooling Products and Services
Secured Debt05/31/20195/31/2024 (3) 
Secured Debt05/31/201912.00%5/31/20241,980 1,960 1,980 
Common Stock(8)05/31/20191541,164 1,950 
3,121 3,930 
VVS Holdco LLCOmnichannel Retailer of Animal Health Products
Secured Debt(9) (23)12/01/2021L+6.00%12/1/2023 (5)(5)
Secured Debt(23)12/01/202111.50%12/1/20267,600 7,421 7,421 
Preferred Equity(8) (23)12/01/20212,9602,960 2,990 
10,376 10,406 
Subtotal Affiliate Investments (45.4% of net assets at fair value)
$241,565 $277,000 
Non-Control Investments (7)
AAC Holdings, Inc.(11)Substance Abuse Treatment Service Provider
Secured Debt12/11/202018.00%18.00%6/25/2025$4,173 $3,963 $4,110 
Common Stock12/11/2020593,9273,148  
Warrants(27)12/11/2020197,71712/11/2025  
7,111 4,110 
AB Centers Acquisition Corporation(10)Applied Behavior Analysis Therapy Provider
Secured Debt(9)09/06/2022SF+6.00%9/6/2028 (5)(5)
Secured Debt(9)09/06/202210.20%SF+6.00%9/6/202886 77 86 
Secured Debt(9)09/06/202210.58%SF+6.00%9/6/20281,983 1,930 1,983 
2,002 2,064 
Acumera, Inc.(10)Managed Security Service Provider
Secured Debt(9)06/28/202213.88%L+9.50%10/26/20274,616 4,511 4,616 
Secured Debt(9)06/28/202213.57%L+9.00%10/26/20271,379 1,348 1,379 
5,859 5,995 
Adams Publishing Group, LLC(10)Local Newspaper Operator
Secured Debt(9) (28)03/11/202210.00%L+6.00%3/11/2027565 565 565 
Secured Debt(9) (28)03/11/202210.00%L+7.50%3/11/20272,826 2,819 2,826 
3,384 3,391 
ADS Tactical, Inc.(11)Value-Added Logistics and Supply Chain Provider to the Defense Industry
Secured Debt(9)03/29/202110.14%L+5.75%3/19/20269,125 8,996 8,213 
AMEREQUIP LLC.(10)Full Service Provider of Comprehensive Commercial Production Services, Including the Design, Engineering, and Manufacturing of Products It
31

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MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt(9)08/31/2022SF+7.40%8/31/2027   
Secured Debt(9)08/31/202211.72%SF+7.40%8/31/20272,026 2,026 2,025 
Common Stock08/31/20221180 80 
2,106 2,105 
American Health Staffing Group, Inc.(10)Healthcare Temporary Staffing
Secured Debt(9)11/19/2021L+6.00%11/19/2026 (13)(13)
Secured Debt(9)11/19/202111.12%L+6.00%11/19/20268,271 8,206 8,271 
8,193 8,258 
American Nuts, LLC(10)Roaster, Mixer and Packager of Bulk Nuts and Seeds
Secured Debt(9)03/11/202210.46%SF+6.75%4/10/20264,438 4,416 4,148 
Secured Debt(9)03/11/202212.46%SF+8.75%4/10/20264,438 4,417 4,161 
8,833 8,309 
American Teleconferencing Services, Ltd.(11)Provider of Audio Conferencing and Video Collaboration Solutions
Secured Debt(14)09/17/20217.50%L+6.50%1/31/20232,425 2,375 136 
Secured Debt(9) (14)05/19/20167.50%L+6.50%6/8/202311,693 11,451 658 
13,826 794 
ArborWorks, LLC(10)Vegetation Management Services
Secured Debt(9)11/09/202113.41%L+9.00%11/9/20262,484 2,427 2,095 
Secured Debt(9)11/09/202113.56%L+9.00%11/9/202615,786 15,540 13,313 
Common Equity11/09/2021124124  
18,091 15,408 
Archer Systems, LLC(10)Mass Tort Settlement Administration Solutions Provider
Secured Debt(9)08/11/2022SF+6.50%8/11/2027 (4)(4)
Secured Debt(9)08/11/202210.92%SF+6.50%8/11/20272,205 2,165 2,170 
Common Stock08/11/202262,40262 62 
2,223 2,228 
ATS Operating, LLC(10)For-Profit Thrift Retailer
Secured Debt(9)01/18/2022SF+5.50%1/18/2027   
Secured Debt(9)01/18/20229.32%SF+5.50%1/18/2027925 907 914 
Secured Debt(9)01/18/202211.32%SF+7.50%1/18/2027925 907 916 
Common Stock01/18/2022100,000100 90 
1,914 1,920 
AVEX Aviation Holdings, LLC(10)Specialty Aircraft Dealer
Secured Debt(9)12/23/2022SF+7.25%12/23/2027 (8)(8)
Secured Debt(9)12/23/202212.17%SF+7.25%12/23/20274,038 3,876 3,876 
Common Equity12/15/20215050 56 
3,918 3,924 
BBB Tank Services, LLCMaintenance, Repair and Construction Services to the Above-Ground Storage Tank Market
Unsecured Debt(9) (17)04/08/201615.12%L+11.00%4/8/2021200 200 200 
Unsecured Debt(9) (17)04/08/201615.12%L+11.00%4/8/20211,000 1,000 522 
Preferred Stock (non-voting)12/17/201815.00%41  
Member Units04/08/2016200,000200  
1,441 722 
Berry Aviation, Inc.(10)Charter Airline Services
32

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt07/06/201812.00%1.50%1/6/2024190 189 190 
Preferred Member Units(8) (23)07/06/20181,548,3878.00%8.00%1,161 4,561 
Preferred Member Units(8) (23)11/12/2019122,41616.00% 270 
1,350 5,021 
Bettercloud, Inc.(10)SaaS Provider of Workflow Management and Business Application Solutions
Secured Debt(9)06/30/2022SF+1.00%6.00%6/30/2028 (22)(22)
Secured Debt(9)06/30/202211.40%SF+1.00%6.00%6/30/20287,991 7,848 7,991 
7,826 7,969 
Binswanger Enterprises, LLC(10)Glass Repair and Installation Service Provider
Member Units03/10/20171,050,0001,050 420 
Bluestem Brands, Inc.(11)Multi-Channel Retailer of General Merchandise
Secured Debt(9)10/19/2022L+8.50%8/28/2025   
Secured Debt(9)08/28/202012.94%L+8.50%8/28/20253,473 2,455 3,366 
Common Stock(8)10/01/2020700,446 4,708 
Warrants(27)10/19/2022175,11010/19/20321,111 1,173 
3,566 9,247 
Boccella Precast Products LLCManufacturer of Precast Hollow Core Concrete
Secured Debt09/23/202110.00%2/28/202780 80 80 
Member Units(8)06/30/2017540,000564 741 
644 821 
Brightwood Capital Fund Investments(12) (13)Investment Partnership
LP Interests (Brightwood Capital Fund III, LP)(8) (24)07/21/20140.5%2,449 1,576 
LP Interests (Brightwood Capital Fund IV, LP)(8) (24)10/26/20161.2%8,737 9,082 
11,186 10,658 
Buca C, LLCCasual Restaurant Group
Secured Debt06/30/20159.00%6/30/202311,740 11,740 8,345 
Preferred Member Units06/30/201546.00%6.00%3,040  
14,780 8,345 
Burning Glass Intermediate Holding Company, Inc.(10)Provider of Skills-Based Labor Market Analytics
Secured Debt(9)06/14/2021L+5.00%6/10/2026 (19) 
Secured Debt(9)06/14/20218.91%L+5.00%6/10/202813,255 13,070 13,255 
13,051 13,255 
Cadence Aerospace LLC(10)Aerostructure Manufacturing
Secured Debt(9) (30)11/14/201711.99%L+8.50%0.01%11/14/202320,112 20,066 20,112 
CAI Software LLCProvider of Specialized Enterprise Resource Planning Software
Preferred Equity(8)12/13/2021379,338379 379 
Preferred Equity12/13/2021126,446  
33

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
379 379 
Camin Cargo Control, Inc.(11)Provider of Mission Critical Inspection, Testing and Fuel Treatment Services
Secured Debt(9)06/14/202110.88%L+6.50%6/4/20267,609 7,553 7,342 
Career Team Holdings, LLCProvider of Workforce Training and Career Development Services
Secured Debt(9)12/17/2021L+6.00%12/17/2026 (3)(3)
Secured Debt12/17/202112.50%12/17/20262,250 2,196 2,196 
Common Stock12/17/202150,000500 500 
2,693 2,693 
CaseWorthy, Inc.(10)SaaS Provider of Case Management Solutions
Secured Debt(9)05/18/2022L+6.00%5/18/2027 (4)(4)
Secured Debt(9)05/18/202210.73%L+6.00%5/18/20272,600 2,574 2,574 
Secured Debt(9)05/18/202210.48%L+5.75%5/18/20271,995 1,977 1,995 
Common Equity12/30/202280,00080 80 
4,627 4,645 
Channel Partners Intermediateco, LLC(10)Outsourced Consumer Services Provider
Secured Debt(9) (34)02/07/202210.72%SF+6.25%2/7/2027172 162 169 
Secured Debt(9) (35)02/07/202210.71%SF+6.25%2/7/20273,591 3,530 3,539 
3,692 3,708 
Clarius BIGS, LLC(10)Prints & Advertising Film Financing
Secured Debt(14) (17)09/23/201415.00%15.00%1/5/20152,747 2,403 19 
Classic H&G Holdings, LLCProvider of Engineered Packaging Solutions
Secured Debt(9)03/12/20209.75%L+6.00%3/12/20251,140 1,127 1,140 
Secured Debt03/12/20208.00%3/12/20254,819 4,754 4,819 
Preferred Member Units(8)03/12/2020391,440 6,160 
7,321 12,119 
Computer Data Source, LLC(10)Third Party Maintenance Provider to the Data Center Ecosystem
Secured Debt(9) (36)08/06/202112.56%L+8.00%8/6/20264,167 4,106 3,851 
Secured Debt(9)08/06/202112.56%L+8.00%8/6/202615,604 15,374 14,421 
19,480 18,272 
Construction Supply Investments, LLC(10)Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors
Member Units(8)12/29/2016861,6183,335 21,165 
Dalton US Inc.(10)Provider of Supplemental Labor Services
Secured Debt(9)08/16/202211.90%SF+8.00%8/16/202779 63 78 
Secured Debt(9)08/16/2022SF+8.00%8/16/2027 (5)(5)
Secured Debt(9)08/16/202212.56%SF+8.00%8/16/20271,035 1,016 1,020 
Common Stock08/16/20221414 14 
1,088 1,107 
DMA Industries, LLCDistributor of aftermarket ride control products
34

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt11/19/202112.00%11/19/20265,300 5,217 5,300 
Preferred Equity11/19/20211,4861,486 1,820 
6,703 7,120 
DTE Enterprises, LLC(10)Industrial Powertrain Repair and Services
Secured Debt(9)04/13/2018L+7.50%4/13/2023 (1)(1)
Secured Debt(9)04/13/201812.24%L+7.50%4/13/20236,119 6,110 5,978 
Class A Preferred Member Units04/13/2018776,3168.00%8.00%776 380 
Class AA Preferred Member Units (non-voting)(8)04/13/201810.00%10.00%1,161 1,161 
8,046 7,518 
Dynamic Communities, LLC(10)Developer of Business Events and Online Community Groups
Secured Debt(9)12/20/20229.18%SF+4.50%9.18%12/31/20261,875 1,717 1,717 
Secured Debt(9)12/20/202211.18%SF+6.50%11.18%12/31/20261,875 1,642 1,642 
Preferred Equity12/20/2022125,000128 128 
Preferred Equity12/20/20222,376,241  
Common Equity12/20/20221,250,000  
3,487 3,487 
Elgin AcquireCo, LLCManufacturer and Distributor of Engine and Chassic Components
Secured Debt(9)10/03/2022SF+6.00%10/3/2027 (1)(1)
Secured Debt10/03/202212.00%10/3/20271,227 1,192 1,192 
Secured Debt10/03/20229.00%10/3/2052415 411 411 
Common Stock10/03/202225497 497 
Common Stock(23)10/03/202261102 102 
2,201 2,201 
Emerald Technologies Acquisition Co, Inc.(11)Design & Manufacturing
Secured Debt(9)02/10/202210.67%SF+6.25%2/10/20282,453 2,411 2,328 
Engineering Research & Consulting, LLC(10)Provider of Engineering & Consulting Services to US Department of Defense
Secured Debt(9)05/23/202211.68%SF+6.50%5/23/202741 27 41 
Secured Debt(9)05/23/202210.92%SF+6.50%5/23/20285,159 5,070 5,159 
5,097 5,200 
EPIC Y-Grade Services, LP(11)NGL Transportation & Storage
Secured Debt(9)06/22/201810.70%L+6.00%6/30/20276,840 6,777 6,156 
Event Holdco, LLC(10)Event and Learning Management Software for Healthcare Organizations and Systems
Secured Debt(9) (23)12/22/202110.67%L+7.00%12/22/2026308 305 292 
Secured Debt(9) (23)12/22/202110.67%L+7.00%12/22/20263,692 3,663 3,507 
3,968 3,799 
Flip Electronics LLC(10)Distributor of Hard-to-Find and Obsolete Electronic Components
Secured Debt(9)03/24/202211.21%SF+7.50%1/2/2026818 818 818 
Secured Debt(9)01/04/202112.19%SF+7.50%1/2/202612,327 12,055 12,327 
12,873 13,145 
35

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Hawk Ridge Systems, LLCValue-Added Reseller of Engineering Design and Manufacturing Solutions
Secured Debt(9)12/02/201610.13%L+6.00%1/15/2026796 796 796 
Secured Debt12/02/20169.00%1/15/20268,200 8,147 8,200 
Preferred Member Units(8)12/02/201656713 4,370 
Preferred Member Units(23)12/02/20165638 230 
9,694 13,596 
HDC/HW Intermediate Holdings(10)Managed Services and Hosting Provider
Secured Debt(9)12/21/201814.34%SF+9.50%2.00%12/21/2023180 179 175 
Secured Debt(9)12/21/201814.34%SF+9.50%2.00%12/21/20231,780 1,772 1,731 
1,951 1,906 
HEADLANDS OP-CO LLC(10)Clinical Trial Sites Operator
Secured Debt(9)08/01/2022SF+6.50%8/1/2027 (18)(18)
Secured Debt(9)08/01/2022SF+6.50%8/1/2027 (18)(18)
Secured Debt(9)08/01/202210.62%SF+6.50%8/1/20274,975 4,884 4,975 
4,848 4,939 
Hybrid Promotions, LLC(10)Wholesaler of Licensed, Branded and Private Label Apparel
Secured Debt06/30/202112.07%SF+8.25%6/30/20267,875 7,762 6,826 
IG Parent Corporation(11)Software Engineering
Secured Debt(9) (37)07/30/202110.17%SF+5.75%7/30/2026465 447 465 
Secured Debt(9)07/30/202110.17%SF+5.75%7/30/20288,291 8,186 8,291 
8,633 8,756 
Implus Footcare, LLC(10)Provider of Footwear and Related Accessories
Secured Debt(9)06/01/201713.98%L+7.75%1.50%4/30/202416,921 16,914 15,961 
Independent Pet Partners Intermediate Holdings, LLC(10)Omnichannel Retailer of Specialty Pet Products
Secured Debt(14)12/10/20206.00%6.00%11/20/202310,902 10,443 4,515 
Secured Debt11/28/202214.42%SF+10.00%14.42%2/27/2023481 459 459 
Preferred Stock (non-voting)12/10/20206.00%6.00%2,470  
Preferred Stock (non-voting)12/10/2020  
Member Units11/20/20181,191,6671,192  
Warrants11/20/2018185,75711/19/2028  
14,564 4,974 
Industrial Services Acquisition, LLC(10)Industrial Cleaning Services
Secured Debt(9)08/13/202111.50%L+6.75%8/13/2026387 359 387 
Secured Debt(9)08/13/202111.50%L+6.75%8/13/202610,871 10,738 10,871 
Preferred Member Units(8) (23)01/31/201833610.00%10.00%301 338 
Preferred Member Units(8) (23)05/17/201918720.00%20.00%215 217 
Member Units(23)06/17/20162,1002,100 1,400 
13,713 13,213 
Infolinks Media Buyco, LLC(10)Exclusive Placement Provider to the Advertising Ecosystem
Secured Debt(9)11/01/2021L+5.50%11/1/2026 (48)(48)
36

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt(9)11/01/202110.23%L+5.50%11/1/202610,742 10,576 10,742 
10,528 10,694 
Interface Security Systems, L.L.C(10)Commercial Security & Alarm Services
Secured Debt(38)12/09/202114.22%L+10.00%8/7/20231,682 1,682 1,682 
Secured Debt(9) (14)08/07/201912.07%L+7.00%1.00%8/7/20237,334 7,254 1,085 
Common Stock12/07/20212,143  
8,936 2,767 
Intermedia Holdings, Inc.(11)Unified Communications as a Service
Secured Debt(9)08/03/201810.38%L+6.00%7/19/20255,621 5,613 4,342 
Invincible Boat Company, LLC.(10)Manufacturer of Sport Fishing Boats
Secured Debt(9)08/28/201910.14%L+6.50%8/28/2025622 618 622 
Secured Debt(9)08/28/201910.17%L+6.50%8/28/202517,148 17,050 17,148 
17,668 17,770 
INW Manufacturing, LLC(11)Manufacturer of Nutrition and Wellness Products
Secured Debt(9)05/19/202110.48%L+5.75%3/25/20276,984 6,825 5,972 
Iron-Main Investments, LLCConsumer Reporting Agency Providing Employment Background Checks and Drug Testing
Secured Debt08/02/202112.50%11/15/20261,133 1,108 1,108 
Secured Debt09/01/202112.50%11/15/2026788 771 771 
Secured Debt11/15/202112.50%11/15/20262,236 2,236 2,236 
Secured Debt11/15/202112.50%11/15/20264,928 4,813 4,813 
Common Stock08/03/202144,944449 449 
9,377 9,377 
Isagenix International, LLC(11)Direct Marketer of Health & Wellness Products
Secured Debt(9) (14)06/21/20189.93%L+7.75%6/14/20255,053 5,034 1,537 
Jackmont Hospitality, Inc.(10)Franchisee of Casual Dining Restaurants
Secured Debt(9)10/26/202212.23%L+7.50%11/4/20241,000 965 1,000 
Secured Debt(9)11/08/202112.23%L+7.50%11/4/20244,126 4,126 4,126 
Preferred Equity(8)11/08/20215,653,33312.00%12.00%242 1,247 
5,333 6,373 
Joerns Healthcare, LLC(11)Manufacturer and Distributor of Health Care Equipment & Supplies
Secured Debt11/15/202118.00%1/31/20241,935 1,935 1,935 
Secured Debt(14)08/21/201919.75%19.75%8/21/20243,351 3,325 418 
Common Stock08/21/2019392,5143,678  
8,938 2,353 
Johnson Downie Opco, LLCExecutive Search Services
Secured Debt(9)12/10/2021L+11.50%12/10/2026 (3) 
Secured Debt(9)12/10/202115.63%L+11.50%12/10/20261,111 1,093 1,111 
Preferred Equity(8)12/10/2021350350 620 
1,440 1,731 
37

Table of contents
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
JorVet Holdings, LLCSupplier and Distributor of Veterinary Equipment and Supplies
Secured Debt03/28/202212.00%3/28/20272,850 2,802 2,802 
Preferred Equity(8)03/28/202211,9341,193 1,193 
3,995 3,995 
JTI Electrical & Mechanical, LLC(10)Electrical, Mechanical and Automation Services
Secured Debt(9)12/22/2021L+6.00%12/22/2026 (11)(11)
Secured Debt(9)12/22/202110.73%L+6.00%12/22/20263,059 3,010 3,059 
Common Equity12/22/2021140,351140 240 
3,139 3,288 
KMS, LLC(10)Wholesaler of Closeout and Value-priced Products
Secured Debt(9)10/04/202112.00%L+7.25%10/4/20261,330 1,250 1,244 
Secured Debt(9)10/04/202112.00%L+7.25%10/4/20269,381 9,238 8,778 
10,488 10,022 
Lightbox Holdings, L.P.(11)Provider of Commercial Real Estate Software
Secured Debt05/09/20199.73%L+5.00%5/9/20265,826 5,783 5,622 
LL Management, Inc.(10)Medical Transportation Service Provider
Secured Debt(9)05/02/201911.21%SF+7.25%9/25/20238,003 7,987 7,945 
Secured Debt(9)05/02/201911.67%SF+7.25%9/25/20236,164 6,148 6,119 
Secured Debt(9)05/12/202211.67%SF+7.25%9/25/20238,884 8,809 8,820 
22,944 22,884 
LLFlex, LLC(10)Provider of Metal-Based Laminates
Secured Debt(9)08/16/202112.74%L+9.00%8/16/20264,938 4,856 4,833 
Logix Acquisition Company, LLC(10)Competitive Local Exchange Carrier
Secured Debt(9)01/08/201810.13%L+5.75%12/22/20249,506 9,476 7,843 
Mako Steel, LP(10)Self-Storage Design & Construction
Secured Debt(9) (31)03/15/202111.79%L+7.25%3/15/20263,448 3,395 3,426 
Secured Debt(9)03/15/202111.09%L+7.25%3/15/202617,070 16,845 16,959 
20,240 20,385 
MB2 Dental Solutions, LLC(11)Dental Partnership Organization
Secured Debt(9)01/28/202110.42%SF+6.00%1/29/20278,359 8,223 8,359 
Secured Debt(9)01/28/202110.42%SF+6.00%1/29/20277,876 7,783 7,876 
16,006 16,235 
MetalForming AcquireCo, LLCDistributor of Sheet Metal Folding and Metal Forming Equipment
Secured Debt10/19/202210/19/2024 (1)(1)
Secured Debt10/19/202212.75%10/19/20271,748 1,697 1,697 
Preferred Equity(8)10/19/2022434,3318.00%8.00%441 441 
Common Stock10/19/2022112,865113 113 
2,250 2,250 
Microbe Formulas, LLC(10)Nutritional Supplements Provider
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt(9)04/04/2022SF+6.25%4/3/2028 (7)(7)
Secured Debt(9)04/04/20229.86%SF+6.25%4/3/20283,142 3,085 3,034 
3,078 3,027 
Mills Fleet Farm Group, LLC(10)Omnichannel Retailer of Work, Farm and Lifestyle Merchandise
Secured Debt(9)10/24/201810.66%L+6.25%10/24/202418,769 18,559 18,338 
MonitorUS Holding, LLC(10) (13) (21)SaaS Provider of Media Intelligence Services
Secured Debt(9)05/24/2022L+7.00%5/24/2027 (19)(19)
Secured Debt(9)05/24/202211.73%L+7.00%5/24/20272,882 2,828 3,139 
Secured Debt(9)05/24/202211.73%L+7.00%5/24/20274,906 4,820 4,906 
Common Stock08/30/202212,798,820256 256 
7,885 8,282 
NinjaTrader, LLC(10)Operator of Futures Trading Platform
Secured Debt(9)12/18/2019L+6.25%12/18/2024 (1) 
Secured Debt(9)12/18/2019L+6.25%12/18/2024 (23)(23)
Secured Debt(9)12/18/20199.99%L+6.25%12/18/202411,634 11,524 11,634 
11,500 11,611 
NTM Acquisition Corp.(11)Provider of B2B Travel Information Content
Secured Debt(9)07/12/20169.50%L+6.25%1.00%6/7/20244,036 4,034 3,915 
NWN Corporation(10)Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries
Secured Debt(9) (39)05/07/202110.85%SF+8.00%5/7/20261,570 1,519 1,482 
Secured Debt(9)05/07/202112.56%SF+8.00%5/7/202620,786 20,476 19,620 
Secured Debt12/16/202220.00%20.00%8/6/20263,226 3,065 3,065 
25,060 24,167 
OVG Business Services, LLC(10)Venue Management Services
Secured Debt(9)11/29/202110.64%L+6.25%11/19/202817,413 17,265 16,368 
Paragon Healthcare, Inc.(10)Infusion Therapy Treatment Provider
Secured Debt(9)01/19/202210.26%SF+5.75%1/19/202771 57 70 
Secured Debt(9) (29)01/19/20229.96%SF+5.75%1/19/2027356 343 349 
Secured Debt(9)01/19/20229.81%SF+5.75%1/19/20272,363 2,304 2,317 
2,704 2,736 
PTL US Bidco, Inc(13)Manufacturers of Equipment, Including Drilling Rigs and Equipment, and Providers of Supplies and Services to Companies Involved In the Drilling, Evaluation and Completion of Oil and Gas Wells.
Secured Debt(9)08/19/2022SF+7.25%8/19/2027 (12)(12)
Secured Debt(9)08/19/202211.80%SF+7.25%8/19/20271,852 1,817 1,828 
1,805 1,816 
RA Outdoors LLC(10)Software Solutions Provider for Outdoor Activity Management
Secured Debt(9)04/08/2021SF+6.75%4/8/2026 (11)(11)
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Secured Debt(9)04/08/202110.56%SF+6.75%4/8/202612,917 12,789 11,685 
12,778 11,674 
Research Now Group, Inc. and Survey Sampling International, LLC(11)Provider of Outsourced Online Surveying
Secured Debt(9)12/29/20178.84%L+5.50%12/20/20249,820 9,820 7,434 
RM Bidder, LLC(10)Scripted and Unscripted TV and Digital Programming Provider
Member Units11/12/20151,85431 13 
Warrants(26)11/12/2015218,60110/20/2025284  
315 13 
Roof Opco, LLC(10)Residential Re-Roofing/Repair
Secured Debt(9)08/27/202110.97%SF+6.50%8/27/2026389 375 389 
Secured Debt(9)08/27/202110.32%SF+6.50%8/27/20262,917 2,835 2,917 
Secured Debt(9)08/27/202110.32%SF+6.50%8/27/20263,967 3,906 3,967 
7,116 7,273 
Rug Doctor, LLC.(10)Carpet Cleaning Products and Machinery
Secured Debt(9)07/16/202113.02%SF+6.25%2.00%11/16/20246,250 6,212 5,597 
Secured Debt(9)07/16/202113.02%SF+6.25%2.00%11/16/20249,250 9,190 8,293 
15,402 13,890 
Savers, Inc.(11)For-Profit Thrift Retailer
Secured Debt(9)05/14/202110.34%SF+5.50%4/26/20284,281 4,270 4,149 
SIB Holdings, LLC(10)Provider of Cost Reduction Services
Secured Debt(9)10/29/202111.01%L+6.25%10/29/2026522 511 491 
Secured Debt(9)10/29/202111.01%L+6.25%10/29/20261,954 1,908 1,803 
Secured Debt(9)10/29/202111.01%L+6.25%10/29/20269,726 9,576 8,974 
Common Equity10/29/2021119,048250 183 
12,245 11,451 
Slick Innovations, LLCText Message Marketing Platform
Secured Debt09/13/201814.00%12/22/20273,460 3,334 3,460 
Common Stock(8)09/13/201817,500114 400 
3,448 3,860 
South Coast Terminals Holdings, LLC(10)Specialty Toll Chemical Manufacturer
Secured Debt(9)12/10/2021L+5.75%12/13/2026 (6)(6)
Secured Debt(9)12/10/20219.69%L+5.75%12/13/20263,523 3,467 3,523 
Common Equity12/10/202160,60661 92 
3,522 3,609 
SPAU Holdings, LLC(10)Digital Photo Product Provider
Secured Debt(9)07/01/2022SF+7.50%7/1/2027 (18)(18)
Secured Debt(9)07/01/202211.06%SF+7.50%7/1/20274,975 4,887 4,975 
Common Stock07/01/2022200,000200 200 
5,069 5,157 
Tex Tech Tennis, LLC(10)Sporting Goods & Textiles
Preferred Equity(23)07/07/20211,000,0001,000 1,830 
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
The Affiliati Network, LLCPerformance Marketing Solutions
Secured Debt08/09/202113.00%8/9/202630 26 26 
Secured Debt08/09/202113.00%8/9/20262,380 2,341 2,341 
Preferred Stock(8)08/09/2021320,0001,600 1,600 
3,967 3,967 
U.S. TelePacific Corp.(11)Provider of Communications and Managed Services
Secured Debt(9)05/17/201711.57%SF+1.25%7.25%5/2/202613,425 13,358 5,018 
USA DeBusk LLC(10)Provider of Industrial Cleaning Services
Secured Debt(9)10/22/20199.82%L+5.75%9/8/202618,013 17,828 18,013 
Vida Capital, Inc(11)Alternative Asset Manager
Secured Debt10/10/201910.38%L+6.00%10/1/20266,263 6,208 4,885 
Vistar Media, Inc.(10)Operator of Digital Out-of-Home Advertising Platform
Preferred Stock04/03/201970,207767 2,250 
Volusion, LLCProvider of Online Software-as-a-Service eCommerce Solutions
Secured Debt(17)01/26/201511.50%1/26/20207,172 7,172 6,392 
Unsecured Convertible Debt05/16/20188.00%11/16/2023175 175  
Preferred Member Units01/26/20152,090,0016,000  
Warrants(27)01/26/2015784,8671/26/20251,104  
14,451 6,392 
VORTEQ Coil Finishers, LLC(10)Specialty Coating of Aluminum and Light-Gauge Steel
Common Equity(8)11/30/2021769,231769 2,910 
Wall Street Prep, Inc.(10)Financial Training Services
Secured Debt(9)07/19/2021L+7.00%7/19/2026 (7)(7)
Secured Debt(9)07/19/202110.74%L+7.00%7/19/20265,328 5,252 5,216 
Common Stock07/19/2021500,000500 530 
5,745 5,739 
Watterson Brands, LLC(10)Facility Management Services
Secured Debt(9)12/17/202110.73%L+6.00%12/17/202651 46 51 
Secured Debt(9)12/17/202110.73%L+6.00%12/17/202653 45 53 
Secured Debt(9)12/17/202110.73%L+6.00%12/17/20264,142 4,089 4,141 
4,180 4,245 
West Star Aviation Acquisition, LLC(10)Aircraft, Aircraft Engine and Engine Parts
Secured Debt(9)03/01/2022SF+6.00%3/1/2028 (6)(6)
Secured Debt(9)03/01/20228.59%SF+6.00%3/1/20282,978 2,926 2,948 
Common Stock03/01/2022200,000200 250 
3,120 3,192 
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
Portfolio Company (1) (20)Business DescriptionType of Investment (2) (3) (15)Investment Date (22)Shares/UnitsTotal RateReference Rate and Spread (25)PIK Rate (19)Maturity DatePrincipal (4)Cost (4)Fair Value (18)
Winter Services LLC(10)Provider of Snow Removal and Ice Management Services
Secured Debt(9)11/19/2021L+7.00%11/19/2026 (43) 
Secured Debt(9)11/19/2021L+7.00%11/19/2026 (43)(43)
Secured Debt(9)11/19/202110.74%L+7.00%11/19/202612,500 12,305 12,487 
12,219 12,444 
World Micro Holdings, LLCSupply Chain Management
Secured Debt12/12/202213.00%12/12/20271,970 1,930 1,930 
Preferred Equity12/12/2022530530 530 
2,460 2,460 
Xenon Arc, Inc.(10)Tech-enabled Distribution Services to Chemicals and Food Ingredients Primary Producers
Secured Debt12/17/2021L+5.25%12/17/2026 (6)(6)
Secured Debt12/17/202110.84%L+5.25%12/17/20271,200 1,169 1,192 
Secured Debt12/17/20218.63%L+5.25%12/17/20272,370 2,332 2,354 
3,495 3,540 
YS Garments, LLC(11)Designer and Provider of Branded Activewear
Secured Debt(9)08/22/20189.51%L+5.50%8/9/20246,329 6,310 6,064 
Zips Car Wash, LLC(10)Express Car Wash Operator
Secured Debt(9)02/11/202211.67%SF+7.25%3/1/20242,388 2,357 2,388 
Secured Debt(9) (32)02/11/202211.67%SF+7.25%3/1/2024599 594 597 
2,951 2,985 
Subtotal Non-Control/Non-Affiliate Investments (121.5% of net assets at fair value)
$787,201 $740,840 
Total Portfolio Investments, December 31, 2022 (175.2% of net assets at fair value)
$1,059,886 $1,068,143 
Short-Term Investments (16)
US Bank Money Market Account (21)$8,347 $8,347 
Total Short-Term Investments$8,347 $8,347 
___________________________________________________
(1)All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered as security for one of the Company’s Credit Facilities.
(2)Debt investments are income producing, unless otherwise noted by footnote (14), as described below. Equity and warrants are non-income producing, unless otherwise noted by footnote (8), as described below.
(3)See Note C Fair Value Hierarchy for Investments Portfolio Composition and Schedule 12-14 for a summary of geographic location of portfolio companies.
(4)Principal is net of repayments. Cost is net of repayments and accumulated unearned income.
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
(5)Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.
(6)Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.
(7)Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.
(8)Income producing through dividends or distributions.
(9)Index based floating interest rate is subject to contractual minimum interest rate. As noted in this schedule, 93% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of 1.04%.
(10)Private Loan portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Private Loan portfolio investments.
(11)Middle Market portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Middle Market portfolio investments.
(12)Other Portfolio investment. See Note C—Fair Value Hierarchy for Investments—Portfolio Composition for a description of Other Portfolio investments.
(13)Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.
(14)Non-accrual and non-income producing investment.
(15)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”
(16)Short-term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less. These short-term investments are included as Cash and cash equivalents on the Consolidated Balance Sheets.
(17)Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.
(18)Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C Fair Value Hierarchy for Investments—Portfolio Composition for further discussion. Negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.
(19)Investments may have a portion, or all, of their income received from Paid-in-Kind ("PIK") interest or dividends. PIK interest income and cumulative dividend income represent income not paid currently in cash. The difference between the Total Rate and PIK Rate represents the cash rate as of December 31, 2022.
(20)All portfolio company headquarters are based in the United States, unless otherwise noted.
(21)Effective yield as of December 31, 2022 was approximately 0.005% on the US Bank Money Market Account.
(22)Investment date represents the date of initial investment in the security position.
(23)Shares/Units represent ownership in a related Real Estate or HoldCo entity.
(24)Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.
(25)A majority of the variable rate loans in the Company’s Investment Portfolio bear interest at a rate that may be determined by reference to either LIBOR (“L”), SOFR (“SF”) or an alternate Base rate (commonly based on the Federal Funds Rate or the Prime rate (“P”)), which typically resets every one, three, or six months at the borrower’s option. SOFR based contracts may include a credit spread adjustment (the “Adjustment”) that is charged in addition to the stated spread. The Adjustment is applied when the SOFR rate, plus the Adjustment, exceeds the stated floor rate, as applicable. As of December 31, 2022, SOFR based contracts in the portfolio had Adjustments ranging from 0.10% to 0.26%.
(26)Warrants are presented in equivalent units with a strike price of $14.28 per unit.
(27)Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.
(28)Index based floating interest rate is subject to contractual maximum base rate of 2.50%.
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
December 31, 2022
(dollars in thousands)
(29)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+5.75% (Floor 1.00%). Delayed draw term loan facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.
(30)The security has an effective contractual interest rate of 2.00% PIK + LIBOR+6.50%, Floor 1.00%,but the issuer may, in its discretion, elect to pay the PIK interest in cash. The rate presented represents the effective current yield based on actual payments received during the period.
(31)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+7.25% (Floor 0.75%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.
(32)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+7.25% (Floor 1.00%). Each new draw on the delayed draw term loan facility has a different floating rate reset date. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.
(33)The position is unfunded and no interest income is being earned as of December 31, 2022. The position may earn a nominal unused facility fee on committed amounts.
(34)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+6.25% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.
(35)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+6.25% (Floor 1.00%). Due to an amendment and subsequent funding during the quarter, the term loan facility has different floating rate reset dates. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.
(36)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+8.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.
(37)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+5.75% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.
(38)As of December 31, 2022, borrowings under the loan facility bore interest at LIBOR+10.00%. RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.
(39)As of December 31, 2022, borrowings under the loan facility bore interest at SOFR+ 8.00% (Floor 1.00%). RLOC facility permits the borrower to make an interest rate election regarding the base rate on each draw under the facility. The rate presented represents a weighted-average rate for borrowings under the facility, as of December 31, 2022.

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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements
(Unaudited)
NOTE A — ORGANIZATION AND BASIS OF PRESENTATION
1.Organization
MSC Income Fund, Inc. (“MSIF” or, together with its consolidated subsidiaries, “MSC Income Fund” or the “Company”) is a principal investment firm primarily focused on providing debt capital to middle market (“Middle Market”) companies and customized debt and equity financing to lower middle market (“LMM”) companies. The portfolio investments of MSC Income Fund are typically made to support leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSC Income Fund seeks to partner with private equity funds in its Private Loan (as defined below) and Middle Market investment strategies. MSC Income Fund invests primarily in secured debt investments of Middle Market companies generally headquartered in the United States and in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States. MSC Income Fund seeks to partner with private equity funds in its Private Loan (as defined below) and Middle Market investment strategies. MSC Income Fund seeks to partner with entrepreneurs, business owners and management teams and generally provides “one-stop” financing alternatives within its LMM investment strategy.
MSIF was formed in November 2011 to operate as an externally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). MSIF has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSIF generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.
On October 28, 2020, MSIF’s stockholders approved the appointment of MSC Adviser I, LLC (the “Adviser”), which is wholly-owned by Main Street Capital Corporation (“Main Street”), a New York Stock Exchange listed BDC, as MSIF’s investment adviser and administrator, under an Investment Advisory and Administrative Services Agreement dated October 30, 2020 (the “Investment Advisory Agreement”). In such role, the Adviser has the responsibility to manage the business of MSC Income Fund, including the responsibility to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management decisions, monitor MSC Income Fund’s investment portfolio and provide ongoing administrative services.
MSIF has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSIF to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes. MSIF also has certain direct and indirect wholly-owned subsidiaries formed for financing purposes (the “Structured Subsidiaries”).
Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “MSC Income Fund” refer to MSIF and its consolidated subsidiaries, which include the Taxable Subsidiaries and the Structured Subsidiaries.
2.Basis of Presentation
MSC Income Fund’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies (“ASC 946”). For each of the periods presented herein, MSC Income Fund’s consolidated financial statements include the accounts of MSIF and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of MSC Income Fund’s investments in Private Loan portfolio companies, investments in LMM portfolio companies, investments in Middle Market portfolio companies and Other Portfolio investments (see Note C — Fair Value Hierarchy for Investments — Portfolio Composition — Investment Portfolio Composition for additional discussion of MSC Income Fund’s Investment Portfolio and definitions for the defined terms Private Loan and Other Portfolio). MSC Income Fund’s results of operations for the three months ended March 31, 2023 and 2022, cash flows for the three months ended March 31, 2023 and 2022, and financial position as of March 31, 2023 and December 31, 2022, are presented on a consolidated basis. The effects of all intercompany transactions between MSIF and its consolidated subsidiaries have been eliminated in consolidation.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
The accompanying unaudited consolidated financial statements of MSC Income Fund are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. The unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results to be expected for the full year. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.
Principles of Consolidation
Under ASC 946, MSC Income Fund is precluded from consolidating other entities in which MSC Income Fund has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if MSC Income Fund holds a controlling interest in an operating company that provides all or substantially all of its services directly to MSC Income Fund or to its portfolio companies. Accordingly, as noted above, MSC Income Fund’s consolidated financial statements include the financial position and operating results for the Taxable Subsidiaries and the Structured Subsidiaries. MSC Income Fund has determined that none of its portfolio investments qualify for this exception. Therefore, MSC Income Fund’s Investment Portfolio is carried on the Consolidated Balance Sheets at fair value, as discussed further in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio, with any adjustments to fair value recognized as “Net Unrealized Appreciation (Depreciation)” until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a “Net Realized Gain (Loss),” in both cases on the Consolidated Statements of Operations.
Portfolio Investment Classification
MSC Income Fund classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) “Control Investments” are defined as investments in which MSC Income Fund owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) “Affiliate Investments” are defined as investments in which MSC Income Fund owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation and (c) “Non-Control/Non-Affiliate Investments” are defined as investments that are neither Control Investments nor Affiliate Investments. For purposes of determining the classification of its Investment Portfolio, MSC Income Fund has excluded consideration of any voting securities or board appointment rights held by Main Street and third-party investment funds advised by the Adviser.
NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.Valuation of the Investment Portfolio
MSC Income Fund accounts for its Investment Portfolio at fair value. As a result, MSC Income Fund follows the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires MSC Income Fund to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.
MSC Income Fund’s portfolio strategy calls for it to invest primarily in debt securities issued by Middle Market companies and illiquid debt and equity securities issued by privately held, LMM companies. The Middle Market companies in which MSC Income Fund invests are generally larger in size and can be more liquid than the LMM companies. MSC Income Fund categorizes some of its investments in Middle Market companies and LMM companies as
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Private Loan portfolio investments, which are primarily debt securities in privately held companies that have primarily been originated directly by our Adviser or, to a lesser extent, by the Adviser through its strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. In both cases, our Private Loan investments are typically made to support a company owned by or in the process of being acquired by a private equity sponsor. Private Loan investments are made in companies that are consistent with the size of companies MSC Income Fund invests in through its Middle Market portfolio and LMM portfolio. MSC Income Fund’s portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments which may be managed by third parties. MSC Income Fund’s portfolio investments may be subject to restrictions on resale.
LMM investments and Other Portfolio investments generally have no established trading market, while Private Loan investments may include investments which have no established market or have established markets that are not active. Middle Market portfolio investments generally have established markets that are not active. MSC Income Fund determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820, with such valuation process approved by its Board of Directors and in accordance with the 1940 Act. MSC Income Fund’s valuation policies and processes are intended to provide a consistent basis for determining the fair value of MSC Income Fund’s Investment Portfolio.
For Private Loan and Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, MSC Income Fund generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the yield-to-maturity model (“Yield-to-Maturity”) valuation method. For LMM portfolio investments, MSC Income Fund generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology (“Waterfall”) for its LMM equity investments and an income approach using a Yield-to-Maturity valuation method for its LMM debt investments. For Middle Market portfolio investments in debt securities for which it has determined that third-party quotes or other independent prices are available, MSC Income Fund primarily uses quoted prices in the valuation process. MSC Income Fund determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For its Other Portfolio equity investments, MSC Income Fund generally calculates the fair value of the investment primarily based on the net asset value (“NAV”) of the fund and adjusts the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for MSC Income Fund’s portfolio investments estimate the value of the investment as if MSC Income Fund was to sell, or exit, the investment as of the measurement date.
These valuation approaches consider the value associated with MSC Income Fund’s ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, “control” portfolio investments are composed of debt and equity securities in companies for which MSC Income Fund has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors. For valuation purposes, “non-control” portfolio investments are generally composed of debt and equity securities in companies for which MSC Income Fund does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company’s board of directors.
Under the Waterfall valuation method, MSC Income Fund estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a Waterfall calculation by allocating the enterprise value over the portfolio company’s securities in order of their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, MSC Income Fund analyzes various factors including the portfolio company’s historical and projected financial results. Due to SEC deadlines for MSC Income Fund’s quarterly and annual financial reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, MSC Income Fund also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, MSC Income Fund allocates the enterprise value to investments in order of the legal priority of the various components of the portfolio company’s capital structure. In applying the Waterfall valuation method, MSC Income Fund assumes the loans are paid-off at the principal amount in a change in control transaction and are not assumed by the buyer, which MSC Income Fund believes is consistent with its past transaction history and standard industry practices.
Under the Yield-to-Maturity valuation method, MSC Income Fund also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio company. MSC Income Fund’s estimate of the expected repayment date of its debt securities is generally the maturity date of the instrument, as MSC Income Fund generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance, changes in market-based interest rates and other factors. MSC Income Fund will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of MSC Income Fund’s general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that MSC Income Fund uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, MSC Income Fund may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.
Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, MSC Income Fund measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment’s fair value for factors known to MSC Income Fund that would affect that fund’s NAV, including, but not limited to, fair values for individual investments held by the fund if MSC Income Fund holds the same investment or for a publicly traded investment. In addition, in determining the fair value of the investment, MSC Income Fund considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of MSC Income Fund’s investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding MSC Income Fund’s ability to realize the full NAV of its interests in the investment fund.
Pursuant to its internal valuation process and the requirements under the 1940 Act, MSC Income Fund performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, MSC Income Fund, among other things, consults with a nationally recognized independent financial advisory services firm (the “Financial Advisory Firm”). The Financial Advisory Firm analyzes and provides observations and recommendations and an assurance certification regarding MSC Income Fund’s determinations of the fair value of its Private Loan portfolio company investments. The Financial Advisory Firm is generally consulted relative to MSC Income Fund’s investments in each Private Loan portfolio company at least once every calendar year, and for MSC Income Fund’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, MSC Income Fund may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the Financial Advisory Firm on its investments in one or more Private Loan portfolio companies. Such instances include, but
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
are not limited to, situations where the fair value of MSC Income Fund’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. MSC Income Fund consulted with and received an assurance certification from the Financial Advisory Firm in arriving at its determination of fair value on its investments in a total of 14 Private Loan portfolio companies for the three months ended March 31, 2023, representing 24% of the total Private Loan portfolio at fair value as of March 31, 2023, and on a total of 12 Private Loan portfolio companies for the three months ended March 31, 2022, representing 26% of the total Private Loan portfolio at fair value as of March 31, 2022. Excluding its investments in Private Loan portfolio companies that, as of March 31, 2023 and 2022, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, the percentage of the Private Loan portfolio reviewed and certified by the Financial Advisory Firm for the three months ended March 31, 2023 and 2022 was 26% and 35% of the total Private Loan portfolio at fair value , respectively.
For valuation purposes, all of MSC Income Fund’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, MSC Income Fund generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.
In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, MSC Income Fund, among other things, consults with the Financial Advisory Firm. The Financial Advisory Firm analyzes and provides observations, recommendations and an assurance certification regarding MSC Income Fund’s determinations of the fair value of its LMM portfolio company investments. The Financial Advisory Firm is generally consulted relative to MSC Income Fund’s investments in each LMM portfolio company at least once every calendar year, and for MSC Income Fund’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, MSC Income Fund may determine that it is not cost-effective, and as a result is not in its stockholders’ best interest, to consult with the Financial Advisory Firm on its investments in one or more LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of MSC Income Fund’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. MSC Income Fund consulted with and received an assurance certification from the Financial Advisory Firm in arriving at MSC Income Fund’s determination of fair value on its investments in a total of 13 LMM portfolio companies for the three months ended March 31, 2023, representing 39% of the total LMM portfolio at fair value as of March 31, 2023 and on a total of 13 LMM portfolio companies for the three months ended March 31, 2022, representing 40% of the total LMM portfolio at fair value as of March 31, 2022. Excluding its investments in LMM portfolio companies that, as of March 31, 2023 and 2022, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, the percentage of the LMM portfolio reviewed and certified by the Financial Advisory Firm for the three months ended March 31, 2023 and 2022 was 41% and 48% of the total LMM portfolio at fair value, respectively.
For valuation purposes, all of MSC Income Fund’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, MSC Income Fund uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, MSC Income Fund generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. MSC Income Fund generally consults on a limited basis with the Financial Advisory Firm in connection with determining the fair value of its Middle Market portfolio investments due to the nature of these investments. The vast majority (93% and 91% as of March 31, 2023 and December 31, 2022, respectively) of the Middle Market portfolio investments (i) are valued using third-party quotes or other independent pricing services, (ii) MSC Income Fund has consulted with and received an assurance certification from the Financial
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Advisory Firm within the last twelve months or (iii) are new investments that have not been in the Investment Portfolio for at least twelve months subsequent to the initial investment.
For valuation purposes, all of MSC Income Fund’s Other Portfolio investments are non-control investments. MSC Income Fund’s Other Portfolio investments comprised 2.6% and 2.7% of MSC Income Fund’s Investment Portfolio at fair value as of March 31, 2023 and December 31, 2022, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, MSC Income Fund generally determines the fair value of these investments using the NAV valuation method.
Due to the inherent uncertainty in the valuation process, MSC Income Fund’s determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. MSC Income Fund determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.
MSC Income Fund uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its Private Loan, LMM and Middle Market portfolio companies. This system takes into account both quantitative and qualitative factors of each Private Loan, LMM and Middle Market portfolio company.
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. MSC Income Fund’s Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated the Adviser, led by a group of Main Street’s and the Adviser’s executive officers, to serve as the Board of Directors’ valuation designee. MSC Income Fund believes its Investment Portfolio as of March 31, 2023 and December 31, 2022 approximates fair value as of those dates based on the markets in which MSC Income Fund operates and other conditions in existence on those reporting dates.
2.Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio, the consolidated financial statements include investments in the Investment Portfolio whose values have been estimated by MSC Income Fund pursuant to valuation policies and procedures approved and overseen by MSC Income Fund’s Board of Directors, in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.
Macroeconomic factors, including the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions, geopolitical disruptions and rising interest rates, and the related effect on the U.S. and global economies, have impacted, and may continue to impact, the businesses and operating results of certain of MSC Income Fund’s portfolio companies, as well as market interest rate spreads. As a result of these and other current effects of macroeconomic factors, as well as the uncertainty regarding the extent and duration of their impact, the valuation of MSC Income Fund’s Investment Portfolio has and may continue to experience increased volatility.
3.Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. These highly liquid, short-term investments are included in the Consolidated Schedule of Investments. Cash and cash equivalents are carried at cost, which approximates fair value. At March 31, 2023, the
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Company had investments in short-term money market accounts and money market funds totaling $7.5 million and $10.9 million, respectively, classified as cash equivalents.
At March 31, 2023, cash balances, including money market accounts, totaling $18.5 million exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance. All of the Company’s cash deposits are held at large established high credit quality financial institutions, and management believes that the risk of loss associated with any uninsured balances is remote.
4.Interest, Dividend and Fee Income
MSC Income Fund records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded when dividends are declared by the portfolio company or at such other time that an obligation exists for the portfolio company to make a distribution. MSC Income Fund evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if MSC Income Fund otherwise does not expect the debtor to be able to service its debt obligation, MSC Income Fund will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt obligation, or if a loan or debt security is sold or written off, MSC Income Fund removes it from non-accrual status.
As of March 31, 2023, MSC Income Fund’s total Investment Portfolio had seven investments on non-accrual status, which comprised 0.7% of its fair value and 4.6% of its cost. As of December 31, 2022, MSC Income Fund’s total Investment Portfolio had seven investments on non-accrual status, which comprised 0.8% of its fair value and 4.8% of its cost.
MSC Income Fund holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind (“PIK”) interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.7. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though MSC Income Fund may not have collected the PIK interest and cumulative dividends in cash. MSC Income Fund stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended March 31, 2023 and 2022, (i) 3.8% and 1.8%, respectively, of MSC Income Fund’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% and 1.8%, respectively, of MSC Income Fund’s total investment income was attributable to cumulative dividend income not paid currently in cash.
MSC Income Fund may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned. Fees received in connection with debt financing transactions are generally deferred and accreted into income over the life of the financing.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
A presentation of total investment income MSC Income Fund received from its Investment Portfolio in each of the periods presented is as follows:
Three Months Ended
March 31,
20232022
(dollars in thousands)
Interest, fee and dividend income:
Interest income$28,932 $20,069 
Dividend income1,559 2,793 
Fee income555 539 
Total interest, fee and dividend income$31,046 $23,401 
5.Deferred Financing Costs
Deferred financing costs include commitment fees and other direct costs incurred in connection with arranging MSC Income Fund’s borrowings. These costs were incurred in connection with MSC Income Fund’s multi-year revolving Credit Facilities (as defined below in Note D — Debt) and have been capitalized as an asset and reflected in the Consolidated Balance Sheets as Deferred financing costs. Deferred financing costs incurred in connection with the Series A Notes (as defined below in Note D — Debt) are a direct deduction from the principal amount outstanding.
6.Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value
MSC Income Fund capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into income over the life of the financing.
In connection with its portfolio debt investments, MSC Income Fund sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity (together, “nominal cost equity”) that are valued as part of the negotiation process with the particular portfolio company. When MSC Income Fund receives nominal cost equity, it allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.
MSC Income Fund may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, MSC Income Fund records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income over the life of the debt investment. In the case of a purchase at a premium, MSC Income Fund records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income over the life of the debt investment.
To maintain RIC tax treatment (as discussed in Note B.7. — Summary of Significant Accounting Policies — Income Taxes below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though MSC Income Fund may not have collected the interest income. For the three months ended March 31, 2023 and 2022, 2.5% and 2.7%, respectively, of MSC Income Fund’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium reduction.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
7.Income Taxes
MSIF has elected to be treated for U.S. federal income tax purposes as a RIC. MSIF’s taxable income includes the taxable income generated by MSIF and certain of its subsidiaries, including the Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a RIC, MSIF generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSIF distributes to its stockholders. MSIF must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.
The Taxable Subsidiaries primarily hold certain equity investments for MSC Income Fund. The Taxable Subsidiaries permit MSC Income Fund to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with MSC Income Fund for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in MSC Income Fund’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSIF for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in MSC Income Fund’s consolidated financial statements.
The Taxable Subsidiaries use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. MSC Income Fund’s net assets as included on the Consolidated Balance Sheets and Consolidated Statements of Changes in Net Assets include an adjustment to classification as a result of permanent book-to-tax differences, which include differences in the book and tax treatment of income and expenses.
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
8.Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation
Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.
9.Fair Value of Financial Instruments
Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. MSC Income Fund believes that the carrying amounts of its financial instruments, consisting of cash and cash
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.
To estimate the fair value of MSC Income Fund’s Series A Notes as disclosed in Note D — Debt, MSC Income Fund uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the debt security.
10.Earnings per Share
Net increase in net assets resulting from operations per share and net investment income per share are computed utilizing the weighted-average number of shares of common stock outstanding for the period.
11.Recently Issued or Adopted Accounting Standards
In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848) — Facilitation of the effects of reference rate reform on financial reporting. The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The Company adopted this amendment in March 2020 and plans to apply the amendments in this update to account for contract modifications due to changes in reference rates when LIBOR reference is no longer used. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the three months ended March 31, 2023 and the year ended December 31, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto.
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update provide that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update also require additional disclosures for equity securities subject to contractual sales restrictions. ASU 2022-03 is effective for years beginning after December 15, 2023, though early adoption is permitted. The Company elected to early adopt ASU 2022-03 as of December 31, 2022 and it did not have a material impact on the consolidated financial statements and the notes thereto.
In November 2022, the FASB issued ASU 2022-06, Reference rate reform (Topic 848) — Deferral of the Sunset Date of Topic 848. The amendments in this update defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company utilized the optional expedients provided by ASU 2020-04 during the three months ended March 31, 2023 and the year ended December 31, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto. The Company will continue to utilize the optional expedients provided by ASU 2020-04 and extended by ASU 2022-06 through the year end December 31, 2024. The Company does not expect ASU 2022-06 to have a material impact to the consolidated financial statements and the notes thereto.
From time to time, new accounting pronouncements are issued by the FASB or other standards-setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
NOTE C — FAIR VALUE HIERARCHY FOR INVESTMENTS—PORTFOLIO COMPOSITION
ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. MSC Income Fund accounts for its investments at fair value.
Fair Value Hierarchy
In accordance with ASC 820, MSC Income Fund has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).
Investments recorded on MSC Income Fund’s Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:
Level 1 — Investments whose values are based on unadjusted quoted prices for identical assets in an active market that MSC Income Fund has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).
Level 2 — Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:
Quoted prices for similar assets in active markets (for example, investments in restricted stock);
Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);
Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and
Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.
Level 3 — Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.
As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
As of March 31, 2023 and December 31, 2022, MSC Income Fund’s Private Loan portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of MSC Income Fund’s Private Loan portfolio investments were categorized as Level 3 as of March 31, 2023 and December 31, 2022.
As of March 31, 2023 and December 31, 2022, all of MSC Income Fund’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
consisted of unobservable inputs. As a result, all of MSC Income Fund’s LMM portfolio investments were categorized as Level 3 as of March 31, 2023 and December 31, 2022.
As of March 31, 2023 and December 31, 2022, MSC Income Fund’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of MSC Income Fund’s Middle Market portfolio investments were categorized as Level 3 as of March 31, 2023 and December 31, 2022.
As of March 31, 2023 and December 31, 2022, MSC Income Fund’s Other Portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of MSC Income Fund’s Other Portfolio investments were categorized as Level 3 as of March 31, 2023 and December 31, 2022.
The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:
Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;
Current and projected financial condition of the portfolio company;
Current and projected ability of the portfolio company to service its debt obligations;
Type and amount of collateral, if any, underlying the investment;
Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/ EBITDA ratio) applicable to the investment;
Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);
Pending debt or capital restructuring of the portfolio company;
Projected operating results of the portfolio company;
Current information regarding any offers to purchase the investment;
Current ability of the portfolio company to raise any additional financing as needed;
Changes in the economic environment which may have a material impact on the operating results of the portfolio company;
Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;
Qualitative assessment of key management;
Contractual rights, obligations or restrictions associated with the investment; and
Other factors deemed relevant.
The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of MSC Income Fund’s LMM equity
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital (“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of MSC Income Fund’s Private Loan, LMM and Middle Market securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.
The following tables provide a summary of the significant unobservable inputs used to fair value MSC Income Fund’s Level 3 portfolio investments as of March 31, 2023 and December 31, 2022:
Type of
Investment
Fair Value as of
March 31,
2023
(in thousands)
Valuation TechniqueSignificant
Unobservable Inputs
Range(3)Weighted Average(3)Median(3)
Equity investments$223,150 Discounted cash flowWACC
10.4% - 22.3%
14.3 %15.2 %
Market comparable / Enterprise valueEBITDA multiple (1)
4.5x - 9.0x (2)
7.2x6.4x
Debt investments$746,651 Discounted cash flowRisk adjusted discount factor
6.0% - 16.2% (2)
10.5 %9.9 %
Expected principal recovery percentage
0.9% - 100.0%
99.2 %100.0 %
Debt investments$97,293 Market approachThird-party quote
5.1 - 97.5
86.094.0
Total Level 3 investments$1,067,094 
_____________________
(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.
(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.0x - 15.7x and the range for risk adjusted discount factor is 4.7% - 35.0%.
(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Type of
Investment
Fair Value as of
December 31, 2022
(in thousands)
Valuation TechniqueSignificant
Unobservable Inputs
Range(3)Weighted
Average(3)
Median(3)
Equity investments$215,861 Discounted cash flowWACC
10.4% - 22.5%
14.3 %15.7 %
Market comparable / Enterprise valueEBITDA multiple (1)
4.3x - 8.5x (2)
7.2x6.4x
Debt investments$743,887 Discounted cash flowRisk adjusted discount factor
5.3% - 15.8% (2)
10.1 %9.6 %
Expected principal recovery percentage
0.7% - 100.0%
99.1 %100.0 %
Debt investments$108,395 Market approachThird-party quote
5.6 - 98.5
85.790.0
Total Level 3 investments$1,068,143 
_____________________
(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.
(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.0x - 15.7x and the range for risk adjusted discount factor is 4.5% - 43.3%.
(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.
The following tables provide a summary of changes in fair value of MSC Income Fund’s Level 3 portfolio investments for the three-month periods ended March 31, 2023 and 2022 (amounts in thousands):
Type of
Investment
Fair Value
as of
December 31,
2022
Transfers
Into
Level 3
Hierarchy
Redemptions/
Repayments
New
Investments
Net
Changes
from
Unrealized
to Realized
Net
Unrealized
Appreciation
(Depreciation)
Other(1)
Fair Value
as of
March 31,
2023
Debt$852,282 $ $(23,105)$25,679 $1,403 $(7,409)$(4,906)$843,944 
Equity214,687  (1,311)1,828 (3,809)5,005 6,011 222,411 
Equity Warrant1,174     670 (1,105)739 
$1,068,143 $ $(24,416)$27,507 $(2,406)$(1,734)$ $1,067,094 
______________________
(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.
Type of
Investment
Fair Value
as of
December 31,
2021
Transfers
Into
Level 3
Hierarchy
Redemptions/
Repayments
New
Investments
Net
Changes
from
Unrealized
to Realized
Net
Unrealized
Appreciation
(Depreciation)
Other(1)
Fair Value
as of
March 31,
2022
Debt$879,970 $ $(51,189)$48,270 $756 $(3,022)$ $874,785 
Equity196,374  (30)2,526  7,149  206,019 
Equity Warrant792       792 
$1,077,136 $ $(51,219)$50,796 $756 $4,127 $ $1,081,596 
_____________________
(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information in the Consolidated Statements of Cash Flows.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
At March 31, 2023 and December 31, 2022, MSC Income Fund's investments at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:
Fair Value Measurements
(in thousands)
At March 31, 2023
Fair ValueQuoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Private Loan portfolio investments$567,726 $ $ $567,726 
LMM portfolio investments362,165   362,165 
Middle Market portfolio investments109,502   109,502 
Other Portfolio investments27,701   27,701 
Total investments$1,067,094 $ $ $1,067,094 
Fair Value Measurements
(in thousands)
At December 31, 2022
Fair ValueQuoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Private Loan portfolio investments$559,763 $ $ $559,763 
LMM portfolio investments352,661   352,661 
Middle Market portfolio investments126,744   126,744 
Other Portfolio investments28,975   28,975 
Total investments$1,068,143 $ $ $1,068,143 
Investment Portfolio Composition
MSC Income Fund’s principal investment objective is to maximize its portfolio’s total return by generating current income from its debt investments and current income and capital appreciation from its equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. MSC Income Fund seeks to achieve its investment objective through its Private Loan, LMM and Middle Market investment strategies.
MSC Income Fund’s private loan (“Private Loan”) investment strategy is focused on investments in privately held companies that are generally consistent with the size of its LMM portfolio companies or Middle Market portfolio companies, and its Private Loan investments generally range in size from $1 million to $20 million. MSC Income Fund’s Private Loan investments primarily consist of debt securities that have primarily been originated directly by the Adviser or, to a lesser extent, by the Adviser through its strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. In both cases, our Private Loan investments are typically made to support a company owned by or in the process of being acquired by a private equity sponsor. MSC Income Fund’s Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. MSC Income Fund may have the option to invest alongside the private equity sponsor in the equity securities of its Private Loan portfolio companies.
MSC Income Fund’s LMM investment strategy is focused on investments in secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. MSC Income Fund’s LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $1 million to $20 million. The LMM debt investments are typically secured by a first priority lien on the assets of the portfolio company, can include either fixed or floating rate terms and generally have a term of
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
between five and seven years from the original investment date. In most LMM portfolio investments, MSC Income Fund receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt investment.
MSC Income Fund’s Middle Market investment strategy is focused on investments in syndicated loans to or debt securities in Middle Market companies, which MSC Income Fund defines as companies with annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $1 million to $20 million. MSC Income Fund’s Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.
MSC Income Fund’s other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for its Private Loan, LMM or Middle Market portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, MSC Income Fund may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds. For Other Portfolio investments, MSC Income Fund generally receives distributions related to the assets held by the portfolio company. Those assets are typically expected to be liquidated over a five to ten-year period.
Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three months ended March 31, 2023 and 2022, MSC Income Fund did not record investment income from any single portfolio company in excess of 10% of total investment income.
The following tables provide a summary of MSC Income Fund’s investments in the Private Loan, LMM and Middle Market portfolios as of March 31, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, which are discussed further below):
As of March 31, 2023
Private LoanLMM (a)Middle Market
(dollars in millions)
Number of portfolio companies71 49 20 
Fair value$567.7 $362.2 $109.5 
Cost$571.9 $316.6 $150.7 
Debt investments as a % of portfolio (at cost)96.3 %71.6 %94.7 %
Equity investments as a % of portfolio (at cost)3.7 %28.4 %5.3 %
% of debt investments at cost secured by first priority lien 99.4 %100.0 %100.0 %
Weighted-average annual effective yield (b)12.6 %12.5 %12.4 %
Average EBITDA (c)$36.9 $8.9 $80.0 
___________________
(a)At March 31, 2023, MSC Income Fund had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 9%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of March 31, 2023, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on MSC Income Fund’s debt portfolio as of March 31, 2023 including debt investments on non-accrual status was 12.2% for its Private Loan portfolio, 12.1% for its LMM portfolio and 11.3% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income Fund’s common stock will realize on its investment because it does not reflect MSC Income Fund’s utilization of debt capital in its capital structure, MSC Income Fund’s expenses or any sales load paid by an investor.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
(c)The average EBITDA is calculated using a weighted-average for the Private Loan and Middle Market portfolios and a simple average for the LMM portfolio. These calculations exclude certain portfolio companies, including one Private Loan portfolio company and one LMM portfolio company, as EBITDA is not a meaningful valuation metric for MSC Income Fund’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
As of December 31, 2022
Private LoanLMM (a)Middle Market
(dollars in millions)
Number of portfolio companies70 48 21 
Fair value$559.8 $352.7 $126.7 
Cost$563.0 $312.5 $159.7 
Debt investments as a % of portfolio (at cost)96.2 %73.2 %95.0 %
Equity investments as a % of portfolio (at cost)3.8 %26.8 %5.0 %
% of debt investments at cost secured by first priority lien 99.4 %99.9 %98.5 %
Weighted-average annual effective yield (b)11.8 %12.1 %11.3 %
Average EBITDA (c)$36.8 $8.6 $79.2 
___________________
(a)At December 31, 2022, MSC Income Fund had equity ownership in all of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 9%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2022, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on MSC Income Fund’s debt portfolio as of December 31, 2022 including debt investments on non-accrual status was 11.4% for its Private Loan portfolio, 11.7% for its LMM portfolio and 9.7% for its Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of MSC Income Fund’s common stock will realize on its investment because it does not reflect MSC Income Fund’s utilization of debt capital in its capital structure, MSC Income Fund’s expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a weighted-average for the Private Loan and Middle Market portfolios and a simple average for the LMM portfolio. These calculations exclude one Private Loan portfolio company, as EBITDA is not a meaningful valuation metric for MSC Income Fund’s investment in this portfolio company, and those portfolio companies whose primary purpose is to own real estate.
For the three months ended March 31, 2023 and 2022, MSC Income Fund achieved an annualized total return on investments of 11.4% and 10.3%, respectively. For the year ended December 31, 2022, MSC Income Fund achieved a total return on investments of 9.1%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. MSC Income Fund’s total return on investments is not reflective of what an investor in shares of MSC Income Fund’s common stock will realize on its investment because it does not reflect MSC Income Funds utilization of debt capital in its capital structure, MSC Income Funds expenses or any sales load paid by an investor.
As of March 31, 2023, MSC Income Fund had Other Portfolio investments in four companies, collectively totaling $27.7 million in fair value and $23.7 million in cost basis and which comprised 2.6% and 2.2% of MSC Income Fund’s Investment Portfolio at fair value and cost, respectively. As of December 31, 2022, MSC Income Fund had Other Portfolio investments in four companies, collectively totaling $29.0 million in fair value and $24.7 million in cost basis and which comprised 2.7% and 2.3% of MSC Income Fund’s Investment Portfolio at fair value and cost, respectively.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
The following tables summarize the composition of MSC Income Fund’s total combined Private Loan, LMM and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments, as of March 31, 2023 and December 31, 2022 (this information excludes Other Portfolio investments).
Cost:March 31,
2023
December 31, 2022
First lien debt88.2 %88.5 %
Equity11.4 10.8 
Second lien debt0.3 0.3 
Equity warrants0.1 0.2 
Other 0.2 
100.0 %100.0 %
Fair Value:March 31,
2023
December 31, 2022
First lien debt80.9 %81.4 %
Equity18.7 17.9 
Second lien debt0.3 0.3 
Equity warrants0.1 0.1 
Other 0.3 
100.0 %100.0 %
The following tables summarize the composition of MSC Income Fund’s total combined Private Loan, LMM and Middle Market portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments, as of March 31, 2023 and December 31, 2022 (this information excludes Other Portfolio investments). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.
Cost:March 31,
2023
December 31, 2022
West23.2 %22.9 %
Southwest22.2 22.2 
Northeast20.6 20.3 
Southeast17.6 17.8 
Midwest15.4 15.1 
Canada 0.8 
Other Non-United States1.0 0.9 
100.0 %100.0 %
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Fair Value:March 31,
2023
December 31, 2022
Southwest25.9 %25.3 %
West21.3 21.1 
Northeast20.6 20.3 
Midwest16.2 15.9 
Southeast15.0 15.2 
Canada 1.2 
Other Non-United States1.0 1.0 
100.0 %100.0 %
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
MSC Income Fund’s Private Loan, LMM and Middle Market portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of MSC Income Fund’s total combined Private Loan, LMM and Middle Market portfolio investments by industry at cost and fair value as of March 31, 2023 and December 31, 2022 (this information excludes Other Portfolio investments).
Cost:March 31,
2023
December 31, 2022
Commercial Services & Supplies11.3 %11.3 %
Internet Software & Services8.0 7.8 
Machinery5.8 5.9 
IT Services5.1 4.9 
Health Care Providers & Services5.1 4.9 
Distributors5.0 5.0 
Diversified Consumer Services4.7 4.7 
Specialty Retail4.0 4.0 
Professional Services3.8 3.7 
Leisure Equipment & Products3.7 3.7 
Aerospace & Defense3.7 3.6 
Communications Equipment3.6 3.5 
Containers & Packaging3.2 3.4 
Diversified Telecommunication Services2.6 3.4 
Construction & Engineering2.5 2.5 
Media2.4 2.4 
Building Products2.3 2.4 
Hotels, Restaurants & Leisure2.0 2.0 
Household Products2.0 1.5 
Textiles, Apparel & Luxury Goods1.9 2.0 
Computers & Peripherals1.9 1.9 
Electrical Equipment1.8 1.8 
Diversified Financial Services1.7 1.7 
Internet & Catalog Retail1.5 1.3 
Software1.3 1.3 
Health Care Equipment & Supplies1.3 1.2 
Energy Equipment & Services1.2 1.2 
Food Products1.1 1.1 
Other (1)5.5 5.9 
100.0 %100.0 %
___________________
(1)Includes various industries with each industry individually less than 1.0% of the total combined Private Loan, LMM and Middle Market portfolio investments at each date.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Fair Value:March 31,
2023
December 31, 2022
Commercial Services & Supplies10.3 %10.3 %
Machinery7.5 7.5 
Internet Software & Services7.0 6.7 
Diversified Consumer Services5.9 5.9 
Distributors5.6 5.5 
IT Services4.9 4.7 
Health Care Providers & Services4.8 4.6 
Containers & Packaging3.6 3.8 
Leisure Equipment & Products3.6 3.7 
Aerospace & Defense3.6 3.5 
Specialty Retail3.0 3.1 
Construction & Engineering2.9 2.9 
Computers & Peripherals2.9 2.8 
Professional Services2.8 2.8 
Media2.6 2.6 
Diversified Telecommunication Services2.5 3.6 
Building Products2.3 2.5 
Construction Materials2.3 2.1 
Electrical Equipment1.9 1.9 
Household Products1.9 1.3 
Textiles, Apparel & Luxury Goods1.8 2.0 
Internet & Catalog Retail1.8 1.9 
Diversified Financial Services1.8 1.8 
Software1.7 1.7 
Hotels, Restaurants & Leisure1.5 1.5 
Air Freight & Logistics1.3 1.2 
Communications Equipment1.2 1.3 
Energy Equipment & Services1.0 1.0 
Other (1)6.0 5.8 
100.0 %100.0 %
___________________
(1)Includes various industries with each industry individually less than 1.0% of the total combined Private Loan, LMM and Middle Market portfolio investments at each date.
At March 31, 2023 and December 31, 2022, MSC Income Fund had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.
Unconsolidated Significant Subsidiaries
In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, MSC Income Fund must determine which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” In evaluating its unconsolidated controlled portfolio companies in accordance with Regulation S-X, there are two tests that MSC Income Fund must utilize to determine if any of MSC Income Fund’s Control Investments (as defined in Note A — Organization and Basis of Presentation, including those unconsolidated portfolio companies defined as Control Investments in which MSC Income Fund does not own greater than 50% of the voting securities nor have rights to maintain greater than 50% of
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Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
the board representation) are considered significant subsidiaries: the investment test and the income test. The investment test is generally measured by dividing MSC Income Fund’s investment in the Control Investment by the value of MSC Income Fund’s total investments. The income test is generally measured by dividing the absolute value of the combined sum of total investment income, net realized gain (loss) and net unrealized appreciation (depreciation) from the relevant Control Investment for the period being tested by the absolute value of MSC Income Fund’s change in net assets resulting from operations for the same period. Rules 3-09 and 4-08(g) of Regulation S-X require MSC Income Fund to include (1) separate audited financial statements of an unconsolidated majority-owned subsidiary (Control Investments in which MSC Income Fund owns greater than 50% of the voting securities) in an annual report and (2) summarized financial information of a Control Investment in a quarterly report, respectively, if certain thresholds of the investment or income tests are exceeded and the unconsolidated portfolio company qualifies as a significant subsidiary.
As of March 31, 2023 and December 31, 2022, MSC Income Fund had no single investment that qualified as a significant subsidiary under either the investment or income tests.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
NOTE D — DEBT
Summary of debt as of March 31, 2023 is as follows:
Outstanding Balance
Unamortized Debt Issuance
Costs (1)
Recorded Value
Estimated Fair Value (2)
(dollars in thousands)
JPM SPV Facility$217,688 $ $217,688 $217,688 
Series A Notes150,000 (1,069)148,931 140,937 
TIAA Credit Facility106,000  106,000 106,000 
Total Debt$473,688 $(1,069)$472,619 $464,625 
_________________
(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the Series A Notes are reflected as contra liabilities to the Series A Notes on the Consolidated Balance Sheets.
(2)Estimated fair value for outstanding debt if MSC Income Fund had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of MSC Income Fund’s debt in Note B.9. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.
Summary of debt as of December 31, 2022 is as follows:
Outstanding Balance
Unamortized Debt Issuance Costs (1)
Recorded Value
Estimated Fair Value (2)
(dollars in thousands)
JPM SPV Facility$223,688 $ $223,688 $223,688 
Series A Notes150,000 (1,144)148,856 132,955 
TIAA Credit Facility98,000  98,000 98,000 
Total Debt$471,688 $(1,144)$470,544 $454,643 
___________________
(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the Series A Notes are reflected as contra liabilities to the Series A Notes on the Consolidated Balance Sheets.
(2)Estimated fair value for outstanding debt if MSC Income Fund had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of MSC Income Fund’s debt in Note B.9. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Summarized interest expense for the three months ended March 31, 2023 and 2022 is as follows:
Three Months Ended March 31,
20232022
(dollars in thousands)
JPM SPV Facility$4,818 $2,393 
Series A Notes1,590 1,421 
TIAA Credit Facility1,927 715 
Total Interest Expense$8,335 $4,529 
TIAA Credit Facility
MSC Income Fund is a party to a senior secured revolving credit agreement dated March 6, 2017 (as amended, the “TIAA Credit Facility”) with TIAA, FSB (“TIAA Bank”), as administrative agent, and with TIAA Bank and other financial institutions as lenders. As of March 31, 2023, the TIAA Credit Facility included (i) total commitments of $165.0 million, (ii) an accordion feature with the right to request an increase in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments up to $200.0 million of total commitments and (iii) a revolving period and maturity date to September 1, 2025 and March 1, 2026, respectively, with two, one-year extension options subject to lender approval.
Borrowings under the TIAA Credit Facility bear interest, subject to MSC Income Fund’s election, on a per annum basis at a rate equal to (i) LIBOR plus 2.40% or (ii) the base rate plus 1.40%. The base rate is defined as the higher of (a) the Prime rate, (b) the Federal Funds Rate (as defined in the credit agreement) plus 0.5% or (c) LIBOR plus 1.0%. Additionally, MSC Income Fund pays an annual unused commitment fee of 0.30% per annum on the unused lender commitments if more than 50% or more of the lender commitments are being used and an annual unused commitment fee of 0.625% per annum on the unused lender commitments if less than 50% of the lender commitments are being used. Borrowings under the TIAA Credit Facility are secured by a fired lien on all of the assets of MSIF and its subsidiaries, other than the assets of Structured Subsidiaries or immaterial subsidiaries, as well as all of the assets, and a pledge of equity ownership interests, of any future subsidiaries of MSIF (other than Structured Subsidiaries or immaterial subsidiaries). In connection with the TIAA Credit Facility, MSIF has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Effective April 27, 2023, the reference rate was changed from LIBOR to SOFR plus an applicable credit spread adjustment of 0.10%.
As of March 31, 2023, the interest rate on the TIAA Credit Facility was 7.06%. The average interest rate for borrowings under the TIAA Credit Facility was 6.93% and 2.55% for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, MSC Income Fund was in compliance with all financial covenants of the TIAA Credit Facility.
JPM SPV Facility
On February 3, 2021, MSIF Funding LLC (“MSIF Funding”), a wholly-owned Structured Subsidiary that primarily holds originated loan investments, entered into a senior secured revolving credit facility (as amended from time to time, the “JPM SPV Facility” and, together with the TIAA Credit Facility, the “Credit Facilities”) by and among JPMorgan Chase Bank, National Association (“JPM”), as administrative agent, and U.S. Bank, N.A., as collateral agent and collateral administrator and MSIF as portfolio manager. The revolving period under the JPM SPV Facility expires on February 3, 2024 and the JPM SPV Facility is scheduled to mature on February 3, 2025. Advances under the JPM SPV Facility bear interest at a per annum rate equal to the three month LIBOR in effect, plus the applicable margin of 2.90% per annum. MSIF Funding also pays a commitment fee of 0.75% per annum on the average daily unused amount of the financing commitments until the third anniversary of the JPM SPV Facility. As of March 31, 2023, the JPM SPV Facility included total commitments of $325.0 million and an accordion feature, with the right to request an increase of total commitments and borrowing availability up to $450.0 million. The JPM SPV Facility is secured by a collateral loan on the
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
assets of MSIF Funding. In connection with the JPM SPV Facility, MSIF Funding has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
As of March 31, 2023, the interest rate on the JPM SPV Facility was 7.65%. The average interest rate for borrowings under the JPM SPV Facility was 7.65% and 3.12% per annum for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, MSC Income Fund was in compliance with all financial covenants of the JPM SPV Facility.
Series A Notes
Pursuant to a Master Note Purchase Agreement dated October 21, 2021 (the “Note Purchase Agreement”), MSC Income Fund issued $77.5 million of 4.04% Series A Senior Notes due 2026 (the “Series A Notes”) upon entering into the Note Purchase Agreement and an additional $72.5 million on January 21, 2022. The Series A Notes bear a fixed interest rate of 4.04% per year and will mature on October 30, 2026, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms.
Interest on the Series A Notes is due semiannually on April 30 and October 30 each year, beginning on April 30, 2022. The Series A Notes may be redeemed in whole or in part at any time or from time to time at MSC Income Fund’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, MSC Income Fund 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. In the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series A Notes will bear interest at a fixed rate of 5.04% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event ends. The Series A Notes are general unsecured obligations of MSIF that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by MSIF.
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 MSIF or subsidiary guarantors subject to a cure pass-through, certain judgments and orders and certain events of bankruptcy. As of March 31, 2023, MSC Income Fund was in compliance with all financial covenants of the Note Purchase Agreement.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
NOTE E — FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights of MSC Income Fund for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
Per Share Data:20232022
NAV at the beginning of the period$7.61 $7.68 
Net investment income(1)0.18 0.16 
Net realized gain (loss)(1)(2)0.04  
Net unrealized appreciation (depreciation)(1)(2)(0.05)0.04 
Income tax benefit (provision)(1)(2)(0.01) 
Net increase in net assets resulting from operations(1)0.16 0.20 
Dividends paid from net investment income(0.15)(0.17)
Dividends paid from capital gains(0.03) 
Dividends paid or accrued(3)(0.18)(0.17)
Other(4) 0.01 
NAV at the end of the period$7.59 $7.72 
Shares outstanding at the end of the period80,150,887 79,870,636 
________________
(1)Based on weighted-average number of common shares outstanding for the period.
(2)Net realized gains or losses, net unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.
(3)Represents stockholder dividends paid or accrued for the period.
(4)Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Three Months Ended March 31,
20232022
(dollars in thousands)
NAV at end of period$608,299 $616,627 
Average NAV$608,982 $614,899 
Average outstanding debt$474,438 $499,112 
Ratios to average NAV:
Ratio of total expenses, including income tax expense, to average NAV(1)(2)(3)(5)2.97 %1.82 %
Ratio of operating expenses to average NAV(2)(3)(5)2.78 %1.74 %
Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)(5)1.41 %1.00 %
Ratio of net investment income to average NAV(2)(5)2.32 %2.06 %
Portfolio turnover ratio(2)2.34 %2.34 %4.62 %
Total return based on change in NAV(2)(4)(5)2.01 %2.73 %
_______________
(1)Total expenses are the sum of operating expenses and net income tax provision or benefit. Net income tax provision or benefit includes the accrual of net deferred tax provision or benefit relating to the net unrealized appreciation or depreciation on portfolio investments held in the Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from period to period. MSC Income Fund is required to include net deferred tax provision or benefit in calculating its total expenses even though these net deferred taxes are not currently payable or receivable.
(2)Not annualized.
(3)Unless otherwise noted, operating expenses include interest, management fees and general and administrative expenses.
(4)Total return is calculated based on the change in NAV per share and stockholder distributions declared per share during the reporting period, divided by the NAV per share at the beginning of the period. The total return does not reflect the sales load from the sale of MSC Income Fund’s common stock.
(5)Net of expense waivers of $1.9 million and $1.0 million for the three months ended March 31, 2023 and March 31, 2022, respectively. Excluding these expense waivers, the expense and income ratios are as follows:
Three Months Ended March 31,
20232022
Ratio of total expenses, including income tax expense, to average NAV(1)(2)(3)3.29 %1.99 %
Ratio of operating expenses to average NAV(2)(3)3.10 %1.91 %
Ratio of operating expenses excluding interest expense to average NAV(2)(3)1.73 %1.17 %
Ratio of net investment income to average NAV(2)2.01 %1.90 %
Total return based on change in NAV(2)(4)1.70 %2.48 %
________________
See footnotes (1), (2), (3) and (4) immediately prior to this table.
NOTE F — DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME
MSC Income Fund currently pays quarterly dividends to its stockholders. Future quarterly dividends, if any, will be determined by its Board of Directors on a quarterly basis. MSC Income Fund paid or accrued dividends to its common
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
stockholders of $14.0 million, or $0.175 per share, during the three months ended March 31, 2023, compared to $13.2 million, or $0.165 per share, during the three months ended March 31, 2022.
MSIF has elected to be treated for U.S. federal income tax purposes as a RIC. MSIF’s taxable income includes the taxable income generated by MSIF and certain of its subsidiaries, including the Structured Subsidiaries, which are treated as disregarded entities for tax purposes. As a RIC, MSIF generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSIF distributes to its stockholders. MSIF must generally distribute at least 90% of its “investment company taxable income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to twelve months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.
The determination of the tax attributes for MSC Income Fund’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and qualified dividends, but may also include either one or both of capital gains and return of capital.
Listed below is a reconciliation of “Net increase in net assets resulting from operations” to taxable income and to total distributions declared to common stockholders for the three months ended March 31, 2023 and 2022.
Three Months Ended March 31,
20232022
(estimated, dollars in thousands)
Net increase in net assets resulting from operations$12,231 $16,213 
Net unrealized (appreciation) depreciation4,139 (3,731)
Income tax provision1,170 464 
Pre-tax book income not consolidated for tax purposes(2,011)(2,592)
Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates(3,455)(227)
Estimated taxable income (1)12,074 10,127 
Taxable income earned in prior year and carried forward for distribution in current year20,674 23,276 
Taxable income earned prior to period end and carried forward for distribution next period(32,748)(33,403)
Dividend accrued as of period end and paid in the following period14,026 13,178 
Taxable income earned to be carried forward(18,722)(20,225)
Total distributions accrued or paid to common stockholders$14,026 $13,178 
________________
(1)MSIF’s taxable income for each period is an estimate and will not be finally determined until MSIF files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
The Taxable Subsidiaries primarily hold certain equity investments for MSC Income Fund. The Taxable Subsidiaries permit MSC Income Fund to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes and to continue to comply with the “source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with MSIF for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in MSC Income Fund’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSIF for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at corporate income tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in MSC Income Fund’s consolidated financial statements.
The income tax expense for MSC Income Fund is generally composed of (i) deferred tax expense, which is primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation or depreciation, changes in valuation allowance and other temporary book tax differences, and (ii) current tax expense, which is primarily the result of current U.S. federal income and state taxes and excise taxes on MSC Income Fund’s estimated undistributed taxable income. The income tax expense, or benefit, and the related tax assets and liabilities generated by the Taxable Subsidiaries, if any, are reflected in MSC Income Fund’s Consolidated Statements of Operations. MSC Income Fund’s provision for income taxes was comprised of the following for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
20232022
(dollars in thousands)
Current tax expense:
Federal$22 $8 
State170 147 
Excise118 188 
Total current tax expense310 343 
Deferred tax expense:
Federal641 115 
State219 6 
Total deferred tax expense860 121 
Total income tax provision$1,170 $464 
The net deferred tax liability at March 31, 2023 and December 31, 2022 was $1.2 million and $0.4 million, respectively, with the change primarily related to changes in net unrealized appreciation or depreciation, changes in loss carryforwards and other temporary book-tax differences relating to portfolio investments held by the Taxable Subsidiaries.
At March 31, 2023, for U.S. federal income tax purposes, the Taxable Subsidiaries had net operating loss carryforwards generated in 2020 and future periods that are not subject to expiration. The net operating losses will carryforward indefinitely until utilized. The net capital loss carryforwards of MSC Income Fund, if not utilized, will expire in various taxable years 2023 through 2027. Additionally, the Taxable Subsidiaries have interest expense limitation carryforwards which have an indefinite carryforward period.
NOTE G — SHARE REPURCHASE PROGRAM
Due to the impacts of the COVID-19 pandemic, MSC Income Fund’s Board of Directors determined that it was in the best interest of the Company to suspend its share repurchase program from March 31, 2020 to March 8, 2021 in order
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
to preserve financial flexibility and liquidity. On March 8, 2021, MSC Income Fund announced that the Board of Directors approved the reinstatement of the share repurchase program.

Under the terms of the reinstated share repurchase program, MSC Income Fund offers to purchase shares at the NAV per share on the repurchase date. The amount of shares of MSC Income Fund’s common stock to be repurchased during any calendar quarter may be equal to the lesser of (i) the number of shares of common stock MSC Income Fund could repurchase with the proceeds it received from the issuance of common stock under MSC Income Fund’s dividend reinvestment plan or (ii) 2.5% of the weighted-average number of shares of common stock outstanding in the prior four calendar quarters. Upon resuming making offers to repurchase shares pursuant to the share repurchase program in April 2021, MSC Income Fund has limited repurchase offers to the number of shares of common stock it can repurchase with 90% of the cash retained as a result of issuances of common stock under MSC Income Fund’s dividend reinvestment plan.

At the discretion of the Board of Directors, MSC Income Fund may also use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable period to repurchase shares. MSC Income Fund’s Board of Directors may amend, suspend or terminate the share repurchase program upon 30 days’ notice. Since inception of its share repurchase program, MSC Income Fund has funded the repurchase of $133.0 million in shares of common stock as of March 31, 2023. For the three months ended March 31, 2023 and 2022, MSC Income Fund funded $4.0 million and $3.8 million, respectively, for shares of its common stock tendered for repurchase under the plan.
NOTE H — DIVIDEND REINVESTMENT PLAN
MSC Income Fund’s dividend reinvestment plan (the “DRIP”) provides for the reinvestment of dividends on behalf of stockholders. As a result, if MSC Income Fund declares a cash dividend, stockholders who have “opted in” to the DRIP will have their cash dividend automatically reinvested into additional shares of MSC Income Fund common stock. The number of shares of common stock to be issued to a stockholder under the DRIP shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by a price per share of common stock determined by MSC Income Fund’s Board of Directors or a committee thereof, in its sole discretion, that is (i) not less than the NAV per share of common stock determined in good faith by the Board of Directors or a committee thereof, in its sole discretion, within 48 hours prior to the payment of the distribution and (ii) not more than 2.5% greater than the NAV per share as of such date.
Summarized DRIP information for the three months ended March 31, 2023 and 2022 is as follows:
Three Months Ended March 31,
20232022
(dollars in thousands)
DRIP participation$4,414 $4,212 
Shares issued for DRIP564,377533,062
NOTE I — COMMITMENTS AND CONTINGENCIES
At March 31, 2023, the Company had the following outstanding commitments (in thousands):
Investments with equity capital commitments that have not yet funded:Amount
Brightwood Capital Fund III, LP$100 
Freeport First Lien Loan Fund III LP6,733 
HPEP 3, L.P.1,555 
     Total Equity Commitments$8,388
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:
Winter Services LLC$5,556 
Infolinks Media Buyco, LLC3,150 
NinjaTrader, LLC3,078 
HEADLANDS OP-CO LLC3,000 
SI East, LLC2,500 
Bluestem Brands, Inc.2,309 
Mako Steel, LP2,028 
MB2 Dental Solutions, LLC2,023 
Roof Opco, LLC1,944 
American Health Staffing Group, Inc.1,667 
IG Parent Corporation1,667 
KMS, LLC1,357 
ArborWorks, LLC1,242 
Dalton US Inc.1,216 
Bettercloud, Inc.1,216 
GRT Rubber Technologies LLC1,175 
Burning Glass Intermediate Holding Company, Inc.1,033 
SPAU Holdings, LLC1,000 
NWN Corporation930 
RA Outdoors LLC864 
Classic H&G Holdco, LLC860 
CaseWorthy, Inc.800 
VVS Holdco, LLC800 
Jackmont Hospitality, Inc.800 
DTE Enterprises, LLC750 
Direct Marketing Solutions, Inc.750 
Evergreen North America Acquisitions, LLC710 
JTI Electrical & Mechanical, LLC702 
West Star Aviation Acquisition, LLC667 
Centre Technologies Holdings, LLC600 
Xenon Arc, Inc.563 
PTL US Bidco, Inc531 
Engineering Research & Consulting, LLC517 
Robbins Bros. Jewelry, Inc.500 
Wall Street Prep, Inc.500 
The Affiliati Network, LLC500 
Watterson Brands, LLC471 
MonitorUS Holding, LLC470 
Microbe Formulas, LLC434 
Paragon Healthcare, Inc.429 
Trantech Radiator Topco, LLC400 
Chamberlin Holding LLC400 
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
Colonial Electric Company LLC400 
Channel Partners Intermediateco, LLC400 
AMEREQUIP LLC.391 
South Coast Terminals Holdings, LLC381 
Cody Pools, Inc.354 
Invincible Boat Company, LLC.353 
Batjer TopCo, LLC 300 
Gamber-Johnson Holdings, LLC300 
Archer Systems, LLC232 
AVEX Aviation Holdings, LLC205 
MetalForming AcquireCo, LLC205 
ATS Operating, LLC200 
Mystic Logistics Holdings, LLC200 
Johnson Downie Opco, LLC200 
Orttech Holdings, LLC200 
Career Team Holdings, LLC200 
AB Centers Acquisition Corporation129 
Elgin AcquireCo, LLC123 
Gulf Publishing Holdings, LLC100 
Flame King Holdings, LLC100 
Clad-Rex Steel, LLC100 
AAC Holdings, Inc.85 
Adams Publishing Group, LLC47 
Acumera, Inc.5 
Interface Security Systems, L.L.C1 
     Total Loan Commitments$57,320 
     Total Commitments$65,708 
MSC Income Fund will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facilities). MSC Income Fund follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. MSC Income Fund had no unrealized appreciation or depreciation on the outstanding unfunded commitments as of March 31, 2023.
MSC Income Fund may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on MSC Income Fund in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, MSC Income Fund does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on MSC Income Fund’s financial condition or results of operations in any future reporting period.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
NOTE J — RELATED PARTY TRANSACTIONS
1.Advisory Agreements and Conditional Expense Reimbursement Waivers
On October 30, 2020, MSC Income Fund entered into the Investment Advisory Agreement with the Adviser, which states that the Adviser will oversee the management of MSC Income Fund’s activities and is responsible for making investment decisions with respect to, and providing day‑to‑day management and administration of, MSC Income Fund’s Investment Portfolio.
Pursuant to the Investment Advisory Agreement, MSC Income Fund pays the Adviser a base management fee and incentive fees as compensation for the services described above. The base management fee is calculated at an annual rate of 1.75% of MSC Income Fund’s average gross assets. The term “gross assets” means total assets of MSC Income Fund as disclosed on MSC Income Fund’s Consolidated Balance Sheets. “Average gross assets” are calculated based on MSC Income Fund’s gross assets at the end of the two most recently completed calendar quarters. The base management fee is payable quarterly in arrears. The base management fee is expensed as incurred.
The incentive fee under the Investment Advisory Agreement consists of two parts. The first part, referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based on Pre-Incentive Fee Net Investment Income (as defined below) for the immediately preceding quarter. The subordinated incentive fee on income is equal to 20.0% of MSC Income Fund’s Pre-Incentive Fee Net Investment Income for the immediately preceding quarter, expressed as a quarterly rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, exceeding 1.875% (or 7.5% annualized), subject to a “catch up” feature (as described below).
For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that MSC Income Fund receives from portfolio companies) accrued during the calendar quarter, minus MSC Income Fund’s operating expenses for the quarter (including the management fee, expenses payable under any proposed administration agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding taxes and the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments and PIK interest and zero coupon securities), accrued income that MSC Income Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this fee, adjusted capital means cumulative gross proceeds generated from sales of MSC Income Fund’s common stock (including proceeds from MSC Income Fund’s DRIP) reduced for non-liquidating distributions, other than distributions of profits, paid to MSC Income Fund’s stockholders and amounts paid for share repurchases pursuant to MSC Income Fund’s share repurchase program. The subordinated incentive fee on income is expensed in the quarter in which it is incurred.
The calculation of the subordinated incentive fee on income for each quarter is as follows:
No subordinated incentive fee on income shall be payable to the Adviser in any calendar quarter in which MSC Income Fund’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.875% (or 7.5% annualized) on adjusted capital;
100% of MSC Income Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.34375% in any calendar quarter (9.375% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 20.0% on all of MSC Income Fund’s Pre-Incentive Fee Net Investment Income as if the hurdle rate did not apply when the Pre-Incentive Fee Net Investment Income exceeds 2.34375% (9.375% annualized) in any calendar quarter; and
For any quarter in which MSC Income Fund’s Pre-Incentive Fee Net Investment Income exceeds 2.34375% (9.375% annualized), the subordinated incentive fee on income shall equal 20.0% of the amount of MSC Income Fund’s Pre-Incentive Fee Net Investment Income, as the hurdle rate and catch-up will have been achieved.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
The second part of the incentive fee, referred to as the incentive fee on capital gains, is an incentive fee on realized capital gains earned from the portfolio of MSC Income Fund and is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). This fee equals 20.0% of MSC Income Fund’s incentive fee capital gains, which equals MSC Income Fund’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. At the end of each reporting period, MSC Income Fund estimates the incentive fee on capital gains and accrues the fee based on a hypothetical liquidation of its portfolio. Therefore, the accrual includes both net realized gains and net unrealized gains (the net unrealized difference between the fair value and the par value of its portfolio), if any. The incentive fee accrued pertaining to the unrealized gain is neither earned nor payable to the Adviser until such time it is realized.
For the three months ended March 31, 2023 and 2022, MSC Income Fund incurred base management fees of $4.9 million and $5.0 million, respectively. For the three months ended March 31, 2023, MSC Income Fund incurred subordinated incentive fees on income of $2.7 million. MSC Income Fund did not incur any subordinated incentive fees on income for the three months ended March 31, 2022. For the three months ended March 31, 2023 and 2022, MSC Income Fund did not incur any capital gains incentive fees.
Pursuant to the Investment Advisory Agreement, MSC Income Fund is required to pay or reimburse the Adviser for administrative services expenses, which include all costs and expenses related to MSC Income Fund’s day-to-day administration and management not related to advisory services, whether such administrative services were performed by a third-party service provider or the Adviser or its affiliates (to the extent performed by the Adviser or its affiliates, the “Internal Administrative Services”). Internal Administrative Services include, but are not limited to, the cost of an Adviser’s personnel performing accounting and compliance functions and other administrative services on behalf of MSC Income Fund.
The Adviser waived reimbursement of all Internal Administrative Services expenses from October 30, 2020 through December 31, 2021. On January 1, 2022, the Adviser assumed responsibility of certain administrative services that were previously provided for MSC Income Fund by a third-party sub-administrator. After December 31, 2021, the Adviser continued to waive reimbursement of all Internal Administrative Services expenses, except for the cost of the services previously provided by the sub-administrator. For the three months ended March 31, 2023 and 2022, MSC Income Fund incurred Internal Administrative Services Expenses before expense waivers of $2.0 million and $1.2 million, respectively. For the three months ended March 31, 2023 and 2022, the Adviser waived the reimbursements of Internal Administrative Services expenses of $1.9 million and $1.0 million, respectively. Waived Internal Administrative Services expenses are permanently waived and are not subject to future reimbursement.
2.Offering Costs
In accordance with MSC Income Fund’s previous investment advisory agreement with the previous investment adviser (“HMS Adviser”), MSC Income Fund reimbursed HMS Adviser for any offering costs that were paid on MSC Income Fund’s behalf, which consisted of, among other costs, actual legal, accounting, bona fide out-of-pocket itemized and detailed due diligence costs, printing, filing fees, transfer agent costs, postage, escrow fees, advertising and sales literature and other costs incurred in connection with the offering of MSC Income Fund’s common stock, including through MSC Income Fund’s DRIP. HMS Adviser was responsible for the payment of offering costs to the extent they exceeded 1.5% of the aggregate gross stock offering proceeds. Pursuant to the transaction whereby the Adviser became the investment adviser to MSC Income Fund, HMS Adviser agreed to permanently waive reimbursement of organizational and offering expenses except for $0.6 million which remained payable to HMS Adviser and would be reimbursed as part of future issuances of common stock by MSC Income Fund. For the three months ended March 31, 2023, MSC Income Fund reimbursed HMS Adviser $0.1 million in connection with stock issuances. For the three months ended March 31, 2022, MSC Income Fund reimbursed HMS Adviser $0.1 million in connection with stock issuances. As of March 31, 2023, $0.1 million of MSC Income Fund’s reimbursement obligation to HMS Adviser for organizational and offering expenses remained outstanding.
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MSC INCOME FUND, INC.
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
3.Indemnification
The Investment Advisory Agreement provides that the Adviser and its officers, directors, controlling persons and any other person or entity affiliated with it acting as MSC Income Fund’s agent are entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by such indemnitee, and such indemnitee will be held harmless for any loss or liability suffered by MSC Income Fund, if (i) the indemnitee has determined, in good faith, that the course of conduct which caused the loss or liability was in MSC Income Fund’s best interests, (ii) the indemnitee was acting on behalf of or performing services for MSC Income Fund, (iii) the liability or loss suffered was not the result of negligence, willful malfeasance, bad faith or misconduct by the indemnitee or an affiliate thereof acting as MSC Income Fund’s agent and (iv) the indemnification or agreement to hold the indemnitee harmless is only recoverable out of MSC Income Fund’s net assets and not from MSC Income Fund’s stockholders.
4.Co-Investment
In the ordinary course of business, MSC Income Fund enters into transactions with other parties that may be considered related party transactions. MSC Income Fund has implemented certain policies and procedures, both written and unwritten, to ensure that it does not engage in any prohibited transactions with any persons affiliated with MSC Income Fund. If such affiliations are found to exist, MSC Income Fund seeks the Board of Directors and/or appropriate Board of Directors committee review and approval for such transactions and otherwise comply with, or seek, orders for exemptive relief from the SEC, as appropriate.
MSC Income Fund has received an exemptive order from the SEC permitting co-investments among MSC Income Fund, Main Street and other funds and clients advised by the Adviser in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. MSC Income Fund has made co-investments, and in the future intends to continue to make co-investments with Main Street and other funds and clients advised by the Adviser, in accordance with the conditions of the order. The order requires, among other things, that the Adviser and Main Street consider whether each such investment opportunity is appropriate for MSC Income Fund, Main Street and the other funds and clients advised by the Adviser, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because the Adviser is wholly-owned by Main Street and is not managing MSC Income Fund’s investment activities as its sole activity, this may provide the Adviser an incentive to allocate opportunities to other participating funds and clients instead of MSC Income Fund. However, the Adviser has policies and procedures in place to manage this conflict, including oversight by the independent members of the Board of Directors. Additional information regarding the operation of the co-investment program is set forth in the order granting exemptive relief, which may be reviewed on the SEC’s website at www.sec.gov. In addition to the co-investment program described above, MSC Income Fund also co-invests in syndicated deals and other transactions where price is the only negotiated point by MSC Income Fund and its affiliates.
NOTE K — SUBSEQUENT EVENTS
On May 1, 2023, the Company sold 255,754 shares of its common stock to Main Street at $7.82 per share, the
price at which the Company issued new shares in connection with reinvestments of the May 1, 2023 dividend pursuant
to the DRIP, for total proceeds to the Company of $2.0 million. The issuance and sale were made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and was unanimously approved by the Board, including each director who is not an “interested person,” as such term is defined in
Section 2(a)(19) of the 1940 Act, of the Company or the Adviser.

On May 1, 2023, the Company repurchased 558,444 shares of its common stock validly tendered and not withdrawn on the terms set forth in the tender offer statement on Schedule TO and Offer to Purchase filed with the SEC on May 4, 2023. The shares were repurchased at a price of $7.67 per share, which was the Company’s NAV per share as of May 1, 2023, for an aggregate purchase price of $4.3 million (an amount equal to 90% of the proceeds the Company received from the issuance of shares under the Company’s DRIP from the May 1, 2023 dividend payment).
On May 11, 2023, the Board of Directors declared a quarterly cash dividend of $0.175 per share payable August 1, 2023 to stockholders of record as of June 30, 2023.
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments In and Advances to Affiliates
March 31, 2023
(dollars in thousands)
(unaudited)


CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)
Amount of
Unrealized
Gain/(Loss)
Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)
December 31,
2022 Fair Value
Gross
Additions(3)
Gross
Reductions(4)
March 31,
2023 Fair Value (13)
Control Investments
GRT Rubber Technologies LLC10.66%L+6.00%Secured Debt (12)(8)$ $1 $13 $330 $145 $ $475 
12.66%L+8.00%Secured Debt(8) (12)634 19,943 13 12 19,944 
Member Units(8)  21 21,890   21,890 
Harris Preston Fund InvestmentsLP Interests (2717 MH, L.P.)(8)631 (675)141 7,552 1,031 1,574 7,009 
Copper Trail Fund InvestmentsLP Interests (CTMH, LP)(9)   588   588 
Other
Amounts related to
investments transferred to
or from other
1940 Act classification
during the period
       
Total Control Investments$631 $(686)$809 $50,303 $1,189 $1,586 $49,906 
Affiliate Investments
AFG Capital Group, LLCPreferred Member Units(8)$ $ $ $2,350 $ $ $2,350 
ASK (Analytical Systems Keco Holdings, LLC)L+10.00%Secured Debt(8)  1 (2)  (2)
14.75%L+10.00%Secured Debt(8)  47 1,135 5 18 1,122 
14.13%Preferred Member Units(8)       
Preferred Member Units(8) 20  880 20  900 
Warrants(8)       
ATX Networks Corp.L+7.50%Secured Debt(6) (102)682 6,368 545 6,913  
10.00%Unsecured Debt(6) (276)1,135 2,614 1,135 3,749  
Common Stock(6)3,178 (3,290) 3,290 3,178 6,468  
Barfly Ventures, LLCMember Units(5) (93) 1,107  94 1,013 
Batjer TopCo, LLCSecured Debt(8)   (1)  (1)
11.00%Secured Debt(8)  36 1,205 2 50 1,157 
Preferred Stock(8) 225 19 455 225  680 
Brewer Crane Holdings, LLC14.66%L+10.00%Secured Debt(9)  53 1,491  31 1,460 
Preferred Member Units(9) (130)8 1,770  130 1,640 
Centre Technologies Holdings, LLCL+9.00%Secured Debt (12)(8)  1     
13.75%L+9.00%Secured Debt(8)  130 3,731 2  3,733 
Preferred Member Units(8) 150 8 2,170 150  2,320 
Chamberlin Holding LLCSF+6.00%Secured Debt (12)(8)  1     
12.86%SF+8.00%Secured Debt(8) (3)137 4,236 3 3 4,236 
Member Units(8) (30)71 5,728  28 5,700 
Member Units(8) 30 6 678 30  708 
Charps, LLCPreferred Member Units(5) 60 49 3,330 60  3,390 
Clad-Rex Steel, LLCSF+9.00%Secured Debt (12)(5)       
13.79%SF+9.00%Secured Debt(5)  89 2,620  120 2,500 
10.00%Secured Debt(5)  7 260  2 258 
Member Units(5) (270)13 2,060  270 1,790 
Member Units(5) 55  152 55  207 
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
March 31, 2023
(dollars in thousands)
(unaudited)

CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)
Amount of
Unrealized
Gain/(Loss)
Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)
December 31,
2022 Fair Value
Gross
Additions(3)
Gross
Reductions(4)
March 31,
2023 Fair Value (13)
Cody Pools, Inc.15.50%L+10.50%Secured Debt (12)(8) 2 11 273 3 80 196 
15.50%L+10.50%Secured Debt(8) (7)268 6,882 7 83 6,806 
Preferred Member Units(8) 240 7 14,550 240  14,790 
Colonial Electric Company LLCSecured Debt (12)(6)       
12.00%Secured Debt(6)  181 5,729 9 79 5,659 
Preferred Member Units(6) (240)(318)2,290  240 2,050 
Datacom, LLC7.50%Secured Debt(8)   25 25  50 
10.00%Secured Debt(8)  30 865 6 7 864 
Preferred Member Units(8)   300   300 
Digital Products Holdings LLC14.75%L+10.00%Secured Debt(5)  144 3,878 5 82 3,801 
Preferred Member Units(5)  13 2,459   2,459 
Direct Marketing Solutions, Inc.Secured Debt (12)(9)  1     
14.00%Secured Debt(9) (4)189 5,352 4 84 5,272 
Preferred Stock(9) (130)43 5,558  128 5,430 
Flame King Holdings, LLC11.25%L+6.50%Secured Debt (12)(9) (1)54 1,900 1 1 1,900 
13.75%L+9.00%Secured Debt(9) (8)188 5,300 8 8 5,300 
Preferred Equity(9) 900 134 4,400 900  5,300 
Freeport Financial FundsLP Interests (Freeport First Lien Loan Fund III LP) (12)(5)  134 5,848  536 5,312 
Gamber-Johnson Holdings, LLCSF+8.50%Secured Debt (12)(5)       
11.50%SF+8.50%Secured Debt(5) (17)474 16,020 17 217 15,820 
Member Units(5) 2,117 393 12,720 2,120  14,840 
GFG Group, LLC.9.00%Secured Debt(5) (4)68 2,836 4 4 2,836 
Preferred Member Units(5) 110 10 1,790 110  1,900 
Gulf Publishing Holdings, LLCL+9.50%Secured Debt (12)(8)       
12.50%Secured Debt(8)  19 571   571 
Preferred Equity(8)   950   950 
Member Units(8)       
HPEP 3, L.P.LP Interests (HPEP 3, L.P.)(8) 113  4,331 113 508 3,936 
Kickhaefer Manufacturing Company, LLC12.00%Secured Debt(5)  199 5,093 53  5,146 
9.00%Secured Debt(5)  22 961  3 958 
Preferred Equity(5)   1,800   1,800 
Member Units(5) (18)7 713  18 695 
Market Force Information, LLC12.00%12.00%Secured Debt(9) (403) 403  403  
Member Units(9)       
MH Corbin Holding LLC13.00%Secured Debt(5) 238 49 1,137 238 29 1,346 
Preferred Member Units(5)       
Preferred Member Units(5)       
Mystic Logistics Holdings, LLCSecured Debt (12)(6)       
10.00%Secured Debt(6)  36 1,436   1,436 
Common Stock(6) 545 248 5,708 545  6,253 
NexRev LLCSecured Debt(8)       
11.00%Secured Debt(8) 249 81 2,119 255 157 2,217 
Preferred Member Units(8) 470 33 280 470  750 
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
March 31, 2023
(dollars in thousands)
(unaudited)

CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)
Amount of
Unrealized
Gain/(Loss)
Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)
December 31,
2022 Fair Value
Gross
Additions(3)
Gross
Reductions(4)
March 31,
2023 Fair Value (13)
NuStep, LLC11.25%L+6.50%Secured Debt(5)  31 1,100   1,100 
12.00%Secured Debt(5)  139 4,603 1  4,604 
Preferred Member Units(5) (100) 2,010  100 1,910 
Preferred Member Units(5)   1,290   1,290 
Oneliance, LLC15.75%L+11.00%Secured Debt(7)  56 1,380 2 21 1,361 
Preferred Stock(7)   264   264 
Orttech Holdings, LLCL+11.00%Secured Debt (12)(5)   (2)  (2)
15.75%L+11.00%Secured Debt(5)  236 5,814 9 200 5,623 
Preferred Stock(5) 430 67 2,940 430  3,370 
Robbins Bros. Jewelry, Inc.Secured Debt (12)(9)  1 (8)1  (7)
12.50%Secured Debt(9)  127 3,902 4 24 3,882 
Preferred Equity(9) (550) 1,650  550 1,100 
SI East, LLCSecured Debt (12)(7)  2     
9.50%Secured Debt(7) (55)755 29,929 55 1,805 28,179 
Preferred Member Units(7)  114 4,550   4,550 
Sonic Systems International, LLC12.26%L+7.50%Secured Debt(8) (19)583 18,425 19 19 18,425 
Common Stock(8) (60)13 1,490  60 1,430 
Student Resource Center, LLC13.69%L+8.50%Secured Debt(6)  118 5,063   5,063 
Preferred Equity(6)       
Tedder Industries, LLC12.00%Secured Debt(9)  14 460   460 
12.00%Secured Debt(9)  115 3,780 1  3,781 
Preferred Member Units(9) (202) 1,920  202 1,718 
Preferred Member Units(9) 28   83  83 
Trantech Radiator Topco, LLCSecured Debt (12)(7) (1)1  1 1  
12.00%Secured Debt(7) (3)63 1,980 3 3 1,980 
Common Stock(7) 380 7 1,950 380  2,330 
Volusion, LLC10.00%Secured Debt(8)    900  900 
Secured Debt(8)(1,366)780 71 6,392  6,392  
Unsecured Convertible Debt(8)(175)175   175 175  
Preferred Member Units(8)       
Preferred Member Units(8)    4,906  4,906 
Preferred Member Units(8)       
Common Stock(8) (1,104)  1,104 1,104  
Warrants(8) 1,104      
VVS Holdco, LLCL+6.00%Secured Debt (12)(5)  2 (5)1 1 (5)
11.50%Secured Debt(5)  230 7,421 11  7,432 
Preferred Equity(5) 20 9 2,990 20  3,010 
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
March 31, 2023
(dollars in thousands)
(unaudited)

CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)
Amount of
Unrealized
Gain/(Loss)
Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)
December 31,
2022 Fair Value
Gross
Additions(3)
Gross
Reductions(4)
March 31,
2023 Fair Value (13)
Other
Amounts related to
investments transferred to
or from other
1940 Act classification
during the period
  (71)(6,392)(175)(6,567) 
Total Affiliate investments$1,637 $1,321 $7,894 $277,000 $18,474 $24,633 $270,841 
_________________________
(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts related to investments transferred from other 1940 Act classifications during the period.”
(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.
(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2023 for affiliate investments located in this region was $94,403. This represented 15.5% of net assets as of March 31, 2023.
(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2023 for affiliate investments located in this region was $20,461. This represented 3.4% of net assets as of March 31, 2023.
(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2023 for affiliate investments located in this region was $38,664. This represented 6.4% of net assets as of March 31, 2023.
(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2023 for control investments located in this region was $49,318. This represented 8.1% of net assets as of March 31, 2023. The fair value as of March 31, 2023 for affiliate investments located in this region was $79,994. This represented 13.2% of net assets as of March 31, 2023.
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Table of contents                                                             Schedule 12-14
MSC INCOME FUND, INC.
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
March 31, 2023
(dollars in thousands)
(unaudited)

(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of March 31, 2023 for control investments located in this region was $588. This represented 0.1% of net assets as of March 31, 2023. The fair value as of March 31, 2023 for affiliate investments located in this region was $37,319. This represented 6.1% of net assets as of March 31, 2023.
(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.
(11)This schedule should be read in conjunction with the Consolidated Schedule of Investments and Notes to the Consolidated Financial Statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Supplemental information can be located within the Consolidated Schedule of Investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.
(12)Investment has an unfunded commitment as of March 31, 2023 (see Note I). The fair value of the investment includes the impact of the fair value of any unfunded commitments.
(13)Negative fair value is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
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Table of contents                                                              Schedule 12-14
MSC INCOME FUND, INC.
Consolidated Schedule of Investments In and Advances to Affiliates
March 31, 2022
(dollars in thousands)
(unaudited)

CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)
Amount of
Unrealized
Gain/(Loss)
Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)
December 31,
2021 Fair Value
Gross
Additions(3)
Gross
Reductions(4)
March 31,
2022 Fair Value
Control Investments
GRT Rubber Technologies LLC8.23%L+8.00%Secured Debt(8)$ $(12)$401 $19,152 $1 $ $19,153 
Member Units(8)  600 22,750   22,750 
Harris Preston Fund InvestmentsLP Interests (2717 MH, L.P.)(8) 189  3,971 346  4,317 
LP Interests (2717 HPP-MS, L.P.)(8)       
Copper Trail Energy Fund I, LP - CTMHLP Interests (CTMH, LP)(9)   710   710 
Other Amounts related to investments transferred to or from other 1940 Act classification during the period       
Total Control investments$ $177 $1,001 $46,583 $347 $ $46,930 
Affiliate Investments
AFG Capital Group, LLC10.00%Secured Debt(8)$ $ $1 $36 $ $22 $14 
Preferred Member Units(8) 160  1,930 160  2,090 
ASK (Analytical Systems Keco Holdings, LLC)12.00%L+10.00%Secured Debt(8)  42 1,178 7 17 1,168 
Preferred Member Units(8) (140) 1,220  140 1,080 
Warrants(8)       
ATX Networks Corp.8.50%L+7.50%Secured Debt(6) 235  7,121 235 96 7,260 
10.00%10.00%Unsecured Debt(6) 84 74 1,977 159  2,136 
Barfly Ventures, LLCPreferred Member Units(5) 40  643 40  683 
Batjer TopCo, LLC11.00%Secured Debt(8)  10  1,201  1,201 
Member Units(8)    453  453 
Brewer Crane Holdings, LLC11.00%L+10.00%Secured Debt(9)  57 2,005 2 31 1,976 
Preferred Member Units(9) 10 66 1,930 10  1,940 
Centre Technologies Holdings, LLC12.00%L+10.00%Secured Debt(8)  73 2,216 3 38 2,181 
Preferred Member Units(8)  8 1,460   1,460 
Chamberlin Holding LLC9.00%L+8.00%Secured Debt(8) (11)110 4,454 11 45 4,420 
Member Units(8) (27)78 6,415  27 6,388 
Charps, LLC10.00%Unsecured Debt(5)       
Preferred Member Units(5) 20 52 3,500 20  3,520 
Clad-Rex Steel, LLC10.50%L+9.50%Secured Debt(5)  69 2,620   2,620 
10.00%Secured Debt(5)  7 268  2 266 
Member Units(5) 20 87 2,693 20 1 2,712 
Cody Pools, Inc.12.25%L+10.50%Secured Debt(8) 4 234 7,181 649 640 7,190 
Preferred Member Units(8)  172 11,910   11,910 
Colonial Electric Company LLC12.00%Secured Debt(6)  192 6,007 10 79 5,938 
Preferred Member Units(6)  93 2,280   2,280 
Datacom, LLC7.50%Secured Debt(8)  25 852 6 7 851 
Preferred Member Units(8) 10 3 290 10  300 
Digital Products Holdings LLC11.00%L+10.00%Secured Debt(5)  120 4,186 6 83 4,109 
Preferred Member Units(5)  13 2,459   2,459 
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
March 31, 2022
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)
Amount of
Unrealized
Gain/(Loss)
Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)
December 31,
2021 Fair Value
Gross
Additions(3)
Gross
Reductions(4)
March 31,
2022 Fair Value
Direct Marketing Solutions, Inc.12.00%L+11.00%Secured Debt(9) 1 150 4,698 14 75 4,637 
Preferred Stock(9) 1,020 86 4,590 1,020  5,610 
Flame King Holdings, LLC12.00%L+11.00%Secured Debt(9)  167 5,145 8  5,153 
7.50%L+6.50%Secured Debt(9)  35 1,581 301  1,882 
Preferred Equity(9)  70 2,600   2,600 
Freeport Financial FundsLP Interests (Freeport First Lien Loan Fund III LP)(5)  88 7,231   7,231 
Gamber-Johnson Holdings, LLC10.50%L+8.50%Secured Debt(5) (1)130 5,400 1 1 5,400 
Member Units(5) (1,151)45 12,430  1,151 11,279 
GFG Group, LLC.12.00%Secured Debt(5) (5)99 3,136 5 5 3,136 
Preferred Member Units(5)  63 1,750   1,750 
Gulf Publishing Holdings, LLC10.50%L+9.50%5.25%Secured Debt(8)  1 64   64 
12.50%6.25%Secured Debt(8) (430)53 2,429  429 2,000 
HPEP 3, L.P.LP Interests (HPEP 3, L.P.)(8)446 (280) 4,712  280 4,432 
Kickhaefer Manufacturing Company, LLC11.50%Secured Debt(5)  155 5,040 9  5,049 
9.00%Secured Debt(5)  22 970  3 967 
Member Units(5) (20) 3,695  20 3,675 
Member Units(5)  7     
Market Force Information, LLC12.00%L+11.00%Secured Debt(9)  3 2,234 3  2,237 
MH Corbin Holding LLC13.00%Secured Debt(5) (374)68 1,484 2 394 1,092 
Preferred Member Units(5)       
Oneliance, LLCPreferred Stock(7)   264   264 
12.00%L+11.00%Secured Debt(7)  44 1,374 1  1,375 
Orttech Holdings, LLC12.00%L+11.00%Secured Debt(5)  189 5,978 6  5,984 
Preferred Stock(5)  48 2,500   2,500 
Mystic Logistics Holdings, LLC10.00%Secured Debt(6)  39 1,595  71 1,524 
Common Stock(6) 555 142 2,210 554  2,764 
NexRev LLC11.00%Secured Debt(8)  215 3,510 6 54 3,462 
Preferred Member Units(8)  5 670   670 
NuStep, LLC7.50%L+6.50%Secured Debt(5) 1 11 430 300  730 
12.00%Secured Debt(5)  126 4,310   4,310 
Preferred Member Units(5)   3,380  1 3,379 
Robbins Bros. Jewelry, Inc.12.00%L+11.00%Secured Debt(9)  126  3,955  3,955 
Preferred Equity(9)  16  1,230  1,230 
SI East, LLC (Stavig)10.25%Secured Debt(7) 106 569 21,950  102 21,848 
Preferred Member Units(7) 320 30 3,860 320  4,180 
Sonic Systems International, LLC8.50%L+7.50%Secured Debt(8)  312 13,738 14  13,752 
Common Stock(8) (70)13 1,250  70 1,180 
Tedder Industries, LLC12.00%Secured Debt(9)  142 4,013 157  4,170 
Preferred Member Units(9)   2,145   2,145 
Trantech Radiator Topco, LLCSecured Debt(7)  71 2,174 11 105 2,080 
12.00%Common Stock(7)  7 2,160   2,160 
VVS Holdco, LLC11.50%Secured Debt(5)  230 7,375 11  7,386 
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
March 31, 2022
(dollars in thousands)
(unaudited)
CompanyTotal RateBase RateSpreadPIK RateType of Investment(1)(10)(11)GeographyAmount of
Realized
Gain/(Loss)
Amount of
Unrealized
Gain/(Loss)
Amount of
Interest,
Fees or
Dividends
Credited to
Income(2)
December 31,
2021 Fair Value
Gross
Additions(3)
Gross
Reductions(4)
March 31,
2022 Fair Value
7.00%L+6.00%Secured Debt(5)  5 292  99 193 
Preferred Equity(5)  38 2,960   2,960 
Other Amounts related to investments transferred to or from other 1940 Act classification during the period       
Total Affiliate investments$446 $77 $5,206 $234,158 $10,930 $4,088 $241,000 
___________________________________________________
(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the Consolidated Schedule of Investments included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts related to investments transferred from other 1940 Act classifications during the period.”
(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.
(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for affiliate investments located in this region was $83,390. This represented 13.5% of net assets as of March 31, 2022.
(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for affiliate investments located in this region was $21,902. This represented 3.6% of net assets as of March 31, 2022.
(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for affiliate investments located in this region was $31,907. This represented 5.2% of net assets as of March 31, 2022.
(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for control investments located in this region was $46,220. This represented 7.5% of net assets as of March 31, 2022. The fair value as of March 31, 2022 for affiliate investments located in this region was $66,266. This represented 10.7% of net assets as of March 31, 2022.
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MSC INCOME FUND, INC.
Consolidated Schedule of Investments In and Advances to Affiliates (Continued)
March 31, 2022
(dollars in thousands)
(unaudited)
(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of March 31, 2022 for control investments located in this region was $710. This represented 0.1% of net assets as of March 31, 2022. The fair value as of March 31, 2022 for affiliate investments located in this region was $37,535. This represented 6.1% of net assets as of March 31, 2022.
(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.
(11)This schedule should be read in conjunction with the Consolidated Schedule of Investments and Notes to the Consolidated Financial Statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Supplemental information can be located within the Consolidated Schedule of Investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations and which relate to future events or our future performance or financial condition. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation the factors referenced in Item 1A entitled “Risk Factors” below in Part II of this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023 and elsewhere in this Quarterly Report on Form 10-Q and our other SEC filings. Other factors that could cause actual results to differ materially include changes in the economy and future changes in laws or regulations and conditions in our operating areas.
We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements, unless we are required to do so by applicable law. However, you are advised to refer to any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent periodic and current reports.
This discussion should be read in conjunction with our consolidated financial statements as of December 31, 2022, and for the year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the year ended December 31, 2022, as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report.
ORGANIZATION
MSC Income Fund, Inc. (“MSIF” or, together with its consolidated subsidiaries, “MSC Income Fund” or the “Company”) is a principal investment firm primarily focused on providing debt capital to middle market (“Middle Market”) companies and customized debt and equity financing to lower middle market (“LMM”) companies. The portfolio investments of MSC Income Fund are typically made to support leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSC Income Fund seeks to partner with private equity funds in its Private Loan (as defined below) and Middle Market investment strategies. MSC Income Fund invests primarily in secured debt investments of Middle Market companies generally headquartered in the United States and in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States. MSC Income Fund seeks to partner with entrepreneurs, business owners and management teams and generally provides “one-stop” financing alternatives within its LMM investment strategy.
MSIF was formed in November 2011 to operate as an externally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). MSIF has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, MSIF generally does not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.
On October 28, 2020, MSIF’s stockholders approved the appointment of MSC Adviser I, LLC (our “Adviser”), which is wholly-owned by Main Street Capital Corporation (“Main Street”), a New York Stock Exchange listed BDC, as MSIF’s investment adviser and administrator under an Investment Advisory and Administrative Services Agreement dated October 30, 2020 (our “Investment Advisory Agreement”). In such role, the Adviser has the responsibility to manage the business of MSC Income Fund, including the responsibility to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management decisions, monitor MSC Income Fund’s investment portfolio and provide ongoing administrative services.
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MSIF has certain direct and indirect wholly-owned subsidiaries that have elected to be taxable entities (the “Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSIF to hold equity investments in portfolio companies which are “pass-through” entities for tax purposes. MSIF also has certain direct and indirect wholly-owned subsidiaries formed for financing purposes (the “Structured Subsidiaries”).
Unless otherwise noted or the context otherwise indicates, the terms “we,” “us,” “our,” the “Company” and “MSC Income Fund” refer to MSIF and its consolidated subsidiaries, which include the Taxable Subsidiaries and the Structured Subsidiaries.
OVERVIEW OF OUR BUSINESS
Our principal investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and current income 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 to achieve our investment objective through our Private Loan (as defined below), LMM and Middle Market investment strategies. Our private loan (“Private Loan”) investment strategy involves investments in companies that are consistent with the size of the companies in our LMM and Middle Market investment strategies. Our LMM investment strategy involves investments in companies that generally have annual revenues between $10 million and $150 million. Our Middle Market investment strategy involves investments in companies that are generally larger in size than our LMM companies, with annual revenues typically between $150 million and $1.5 billion. Our Private Loan, LMM and Middle Market investments generally range in size from $1 million to $20 million.
Private Loan investments primarily consist of debt securities that have primarily been originated directly by our Adviser or, to a lesser extent, by our Adviser through its strategic relationships with other investment funds on a collaborative basis through investments that are often referred to in the debt markets as “club deals” because of the small lender group size. In both cases, our Private Loan investments are typically made to support a company owned by or in the process of being acquired by a private equity sponsor. Private Loan investments are typically similar in structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date. We may also invest along side with Main Street and the private equity sponsor in the equity securities of our Private Loan portfolio companies.
We seek to fill the financing gap for LMM businesses, which, historically, have had limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participation. Our ability to invest across a company’s capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a “one-stop” financing solution. Providing customized, “one-stop” financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date.
Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing syndicated loans or debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by a first priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.
Our other portfolio (“Other Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for our Private Loan, LMM or Middle Market portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.
Our portfolio investments are generally made through MSIF, the Taxable Subsidiaries and the Structured Subsidiaries. MSIF, the Taxable Subsidiaries and the Structured Subsidiaries share the same investment strategies and criteria. An investor’s return in MSIF will depend, in part, on the Taxable Subsidiaries’ and the Structured Subsidiaries’ investment returns as they are wholly-owned subsidiaries of MSIF.
The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and
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our ability to consummate the identified opportunities and our available liquidity. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.
We have received an exemptive order from the SEC permitting co-investments among us, Main Street and other funds and clients advised by our Adviser in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with, and in the future intend to continue to make co-investments with Main Street and other funds and clients advised by our Adviser, in accordance with the conditions of the order. The order requires, among other things, that we and our Adviser consider whether each such investment opportunity is appropriate for us and the other funds and clients advised by our Adviser, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between such parties. Because our Adviser is wholly-owned by Main Street and is not managing our investment activities as its sole activity, this may provide our Adviser an incentive to allocate opportunities to other participating funds and clients instead of us. However, our Adviser has policies and procedures in place to manage this conflict, including oversight by the independent members of our Board of Directors. In addition to the co-investment program described above, we also co-invest in syndicated deals and other transactions where price is the only negotiated point by us and our affiliates.
INVESTMENT PORTFOLIO SUMMARY
The following tables provide a summary of our investments in the Private Loan, LMM and Middle Market portfolios as of March 31, 2023 and December 31, 2022 (this information excludes Other Portfolio investments, which are discussed further below):
As of March 31, 2023
Private LoanLMM (a)Middle Market
(dollars in millions)
Number of portfolio companies714920
Fair value$567.7 $362.2 $109.5 
Cost$571.9 $316.6 $150.7 
Debt investments as a % of portfolio (at cost)96.3 %71.6 %94.7 %
Equity investments as a % of portfolio (at cost)3.7 %28.4 %5.3 %
% of debt investments at cost secured by first priority lien 99.4 %100.0 %100.0 %
Weighted-average annual effective yield (b)12.6 %12.5 %12.4 %
Average EBITDA (c)$36.9 $8.9 $80.0 
__________________
(a)At March 31, 2023, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 9%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of March 31, 2023, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on our debt portfolio as of March 31, 2023 including debt investments on non-accrual status was 12.2% for our Private Loan portfolio, 12.1% for our LMM portfolio and 11.3% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a weighted-average for the Private Loan and Middle Market portfolios and a simple average for the LMM portfolio. These calculations exclude certain portfolio companies, including one Private
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Loan portfolio company and one LMM portfolio company, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
As of December 31, 2022
Private LoanLMM (a)Middle Market
(dollars in millions)
Number of portfolio companies574325
Fair value$559.8 $352.7 $126.7 
Cost$563.0 $312.5 $159.7 
Debt investments as a % of portfolio (at cost)96.2 %73.2 %95.0 %
Equity investments as a % of portfolio (at cost)3.8 %26.8 %5.0 %
% of debt investments at cost secured by first priority lien98.5 %99.8 %98.8 %
Weighted-average annual effective yield (b)11.8 %12.1 %11.3 %
Average EBITDA (c)$36.8 $8.6 $79.2 
________________
(a)At December 31, 2022, we had equity ownership in all of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was 9%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2022, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield on our debt portfolio as of December 31, 2022 including debt investments on non-accrual status was 11.4% for our Private Loan portfolio, 11.7% for our LMM portfolio and 9.7% for our Middle Market portfolio. The weighted-average annual effective yield is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a weighted-average for the Private Loan and Middle Market portfolios and a simple average for the LMM portfolio. These calculations exclude one Private Loan portfolio company, as EBITDA is not a meaningful valuation metric for our investment in this portfolio company, and those portfolio companies whose primary purpose is to own real estate.
For the three months ended March 31, 2023 and 2022, we achieved an annualized total return on investments of 11.4% and 10.3%, respectively. For the year ended December 31, 2022, we achieved a total return on investments of 9.1%. Total return on investments is calculated using the interest, dividend and fee income, as well as the realized and unrealized change in fair value of the Investment Portfolio for the specified period. Our total return on investments is not reflective of what an investor in shares of our common stock will realize on its investment because it does not reflect our utilization of debt capital in our capital structure, our expenses or any sales load paid by an investor.
As of March 31, 2023, we had Other Portfolio investments in four companies, collectively totaling $27.7 million in fair value and $23.7 million in cost basis and which comprised 2.6% and 2.2% of our Investment Portfolio at fair value and cost, respectively. As of December 31, 2022, we had Other Portfolio investments in four companies, collectively totaling $29.0 million in fair value and $24.7 million in cost basis and which comprised 2.7% and 2.3% of our Investment Portfolio at fair value and cost, respectively.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on our current and future financial condition and results of operations.
Management has discussed the development and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our significant accounting policies are described in greater
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detail in Note B — Summary of Significant Accounting Policies to the consolidated financial statements included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
Investment Portfolio Valuation
The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of both March 31, 2023 and December 31, 2022, our Investment Portfolio valued at fair value represented 96% of our total assets. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See Note B.1. — Summary of Significant Accounting Policies — Valuation of the Investment Portfolio included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a detailed discussion of our Investment Portfolio valuation process and procedures.
Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its executive officers or investment adviser as a valuation designee to determine the fair value for its investment portfolio, subject to the active oversight of the board. Our Board of Directors has approved policies and procedures pursuant to Rule 2a-5 (the “Valuation Procedures”) and has designated our Adviser, led by a group of Main Street’s and our Adviser’s executive officers, to serve as the Board of Directors’ valuation designee. We believe our Investment Portfolio as of March 31, 2023 and December 31, 2022 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.
Revenue Recognition
Interest and Dividend Income
We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. We evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service its debt obligation, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security’s status significantly improves regarding the debtor’s ability to service the debt obligation, or if a loan or debt security is sold or written off, we remove it from non-accrual status.
Fee Income
We may periodically provide services, including structuring and advisory services to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are generally deferred and accreted into income over the life of the financing.
Payment-in-Kind (“PIK”) Interest and Cumulative Dividends
We hold certain debt and preferred equity instruments in our Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this
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interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.7. — Summary of Significant Accounting Policies — Income Taxes included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended March 31, 2023 and 2022, (i) 3.8% and 1.8%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) 0.1% and 1.8%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.
INVESTMENT PORTFOLIO COMPOSITION
The following tables summarize the composition of our total combined Private Loan, LMM and Middle Market portfolio investments at cost and fair value by type of investment as a percentage of the total combined Private Loan, LMM and Middle Market portfolio investments as of March 31, 2023 and December 31, 2022 (this information excludes Other Portfolio investments).
Cost:March 31, 2023December 31, 2022
First lien debt88.2 %88.5 %
Equity11.4 10.8 
Second lien debt0.3 0.3 
Equity warrants0.1 0.2 
Other— 0.2 
100.0 %100.0 %
Fair Value:March 31, 2023December 31, 2022
First lien debt80.9 %81.4 %
Equity18.7 17.9 
Second lien debt0.3 0.3 
Equity warrants0.1 0.1 
Other— 0.3 
100.0 %100.0 %
Our Private Loan, LMM and Middle Market portfolio investments carry a number of risks including: (1) investing in companies which may have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment-grade debt and equity investments in our Investment Portfolio. Please see Item 1A. Risk Factors — Risks Related to our Investments contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for a more complete discussion of the risks involved with investing in our Investment Portfolio.
PORTFOLIO ASSET QUALITY
We utilize an internally developed investment rating system to rate the performance of each Private Loan, LMM and Middle Market portfolio company and to monitor our expected level of returns on each of our Private Loan, LMM and Middle Market investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including each investment’s expected level of returns, the collectability of our debt investments and the ability to receive a return of the invested capital in our equity investments, comparisons to competitors and other industry participants, the portfolio company’s future outlook and other factors that are deemed to be significant to the portfolio company.
As of March 31, 2023, our total Investment Portfolio had seven investments on non-accrual status, which comprised 0.7% of its fair value and 4.6% of its cost. As of December 31, 2022, our total Investment Portfolio had seven investments on non-accrual status, which comprised 0.8% of its fair value and 4.8% of its cost.
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The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 2023 and 2022
Set forth below is a comparison of the results of operations for the three months ended March 31, 2023 and 2022.
Three Months Ended
March 31,
Net Change
20232022Amount%
(dollars in thousands)
Total investment income$31,046 $23,401 $7,645 33 %
Total expenses, net of expense waivers(16,938)(10,708)(6,230)58 %
Net investment income14,108 12,693 1,415 11 %
Total net realized gain from investments3,432 253 3,179 NM
Total net unrealized appreciation (depreciation) from investments(4,139)3,731 (7,870)NM
Income tax provision(1,170)(464)(706)NM
Net increase in net assets resulting from operations$12,231 $16,213 $(3,982)(25)%
_________________
NM Net Change % not meaningful
Investment Income
Total investment income for the three months ended March 31, 2023 was $31.0 million, a 33% increase from the $23.4 million of total investment income for the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.
Three Months Ended
March 31,
Net Change
20232022Amount%
(dollars in thousands)
Interest income$28,932 $20,069 $8,863 44 %(a)
Dividend income1,559 2,793 (1,234)(44)%(b)
Fee income555 539 16 %
Total investment income$31,046 $23,401 $7,645 33 %(c)
_________________
(a)The increase in interest income was primarily due to an increase in interest rates on floating rate Investment Portfolio debt investments primarily resulting from increases in benchmark index rates, which are primarily the London Interbank Offered Rate (“LIBOR”) and the Secured Overnight Financing Rate (“SOFR”), and increased accelerated OID income.
(b)The decrease in dividend income from Investment Portfolio equity investments was primarily a result of lower dividend income from a variety of portfolio companies.
(c)The increase in total investment income includes a net increase of $1.2 million in the impact of certain income considered to be less consistent or non-recurring, resulting from an increase in total accelerated prepayment and other activity related to certain Investment Portfolio debt investments.
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Expenses
Total expenses, net of expense waivers, for the three months ended March 31, 2023 were $16.9 million, a 58% increase from $10.7 million in the corresponding period of 2022. The following table provides a summary of the changes in the comparable period activity.
Three Months Ended
March 31,
Net Change
20232022Amount%
(dollars in thousands)
Interest expense$8,334 $4,529 $3,805 84 %(a)
Base management fees4,855 4,990 (135)(3)%
Incentive fees2,720 — 2,720 NM(b)
Internal administrative services fees2,038 1,181 857 73 %
General and administrative880 1,038 (158)(15)%
Total expenses before expense waivers18,827 11,738 7,089 60 %
Waiver of internal administrative services expenses(1,889)(1,030)(859)83 %
Total expenses$16,938 $10,708 $6,230 58 %
_________________
(a)The increase in interest expense was primarily related to higher floating interest rates on our Credit Facilities (as defined in the Liquidity and Capital Resources section below) based upon the increases in bench market index rates.
(b)The increase in incentive fees was due to the increased Pre-Incentive Fee Net Investment Income resulting from MSC Income Fund’s improved operating results in the first quarter of 2023.
Net Investment Income
Net investment income for the three months ended March 31, 2023 increased to $14.1 million, or $0.18 per share, compared to net investment income of $12.7 million, or $0.16 per share, for the corresponding period of 2022. The increase in net investment income was principally attributable to the increase in total investment income, partially offset by the increase in total expenses, both as discussed above.
Net Realized Gain (Loss) from Investments
The following table provides a summary of the primary components of the total net realized gain on investments of $3.4 million for the three months ended March 31, 2023.
Three Months Ended March 31, 2023
Full ExitsPartial ExitsRestructuresOther (a)Total
Net Gain/(Loss)# of InvestmentsNet Gain/(Loss)# of InvestmentsNet Gain/(Loss)# of InvestmentsNet Gain/(Loss)Net Gain/(Loss)
(dollars in thousands)
Private Loan portfolio$868 1$— $— $(2)$866 
LMM portfolio— — (1,542)1— (1,542)
Middle Market portfolio3,480 2— — (3)3,477 
Other Portfolio— 631 1— — 631 
Total net realized gain/(loss)$4,348 3$631 1$(1,542)1$(5)$3,432 
_________________
(a)Other activity includes realized gains and losses from transactions involving three portfolio companies which are not considered to be significant individually or in the aggregate.
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Net Unrealized Appreciation (Depreciation)
The following table provides a summary of the total net unrealized depreciation of $4.1 million for the three months ended March 31, 2023:
Three Months Ended March 31, 2023
Private
Loan
LMM(a)Middle
Market
OtherTotal
(dollars in thousands)
Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period$$1,399 $(3,175)$(631)$(2,406)
Net unrealized appreciation (depreciation) relating to portfolio investments(897)4,011 (5,115)268 (1,733)
Total net unrealized appreciation (depreciation) relating to portfolio investments$(896)$5,410 $(8,290)$(363)$(4,139)
_________________
(a)Includes unrealized appreciation on 17 LMM portfolio investments and unrealized depreciation on 12 LMM portfolio investments.
Income Tax Provision
The income tax provision for the three months ended March 31, 2023 of $1.2 million principally consisted of (i) a current tax provision of $0.3 million related to a $0.1 million provision for excise tax on our estimated undistributed taxable income and $0.2 million provision for current federal and state income taxes and (ii) a deferred tax provision of $0.9 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences.

The income tax provision for the three months ended March 31, 2022 of $0.5 million principally consisted of a current tax provision of $0.3 million related to a $0.2 million provision for excise tax on our estimated undistributed taxable income and $0.1 million provision for current state income taxes.
Net Increase in Net Assets Resulting from Operations
The net increase in net assets resulting from operations for the three months ended March 31, 2023 was $12.2 million, or $0.15 per share, compared with a net increase in net assets of $16.2 million, or $0.20 per share, during the three months ended March 31, 2022. The tables above provide a summary of the reasons for the change in net increase in net assets resulting from operations for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022.

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LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
For the three months ended March 31, 2023, we realized a net increase in cash and cash equivalents of $6.0 million as the result of $16.5 million of cash provided by our operating activities, partially offset by $10.5 million of cash used in our financing activities.
The $16.5 million of cash provided by our operating activities resulted primarily from (i) cash proceeds totaling $30.0 million from the sales and repayments of debt investments and sales of and return of capital from equity investments, (ii) cash flows that we generated from the operating profits earned totaling $9.8 million, which is our net investment income, excluding the non-cash effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and the amortization expense for deferred financing costs and (iii) cash proceeds of $1.7 million related to the change in other assets and liabilities, partially offset by the funding of new portfolio investments of $25.0 million.
The $10.5 million used in financing activities principally consisted of (i) $8.4 million in cash dividends paid to stockholders and (ii) $4.0 million for the repurchase of common stock, partially offset by $2.0 million net cash proceeds related to our TIAA Credit Facility and JPM SPV Facility (together, the “Credit Facilities”).
Share Repurchase Program
On March 31, 2020, our Board of Directors unanimously approved a temporary suspension of the share repurchase program commencing with the second quarter of 2020. Our Board of Directors determined that it was the best interest of the Company to suspend the share repurchase program in order to preserve the financial flexibility and liquidity given the prolonged impact of COVID-19.
On March 2, 2021, our Board of Directors unanimously approved the reinstatement of the share repurchase program commencing in April 2021 with repurchases effectuated via tender offers, and we have conducted quarterly tender offers pursuant to the share repurchase program since then. The quarterly tender offers are generally equal to 90% of the aggregate dividend reinvestment plan proceeds resulting from dividend payments. See Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Part II of this Quarterly Report on Form 10-Q for more information regarding repurchases of our common stock during the three months ended March 31, 2023.
Capital Resources
As of March 31, 2023, we had $27.3 million in cash and cash equivalents and $166.3 million of unused capacity under the Credit Facilities, which we maintain to support our investment and operating activities. As of March 31, 2023, our NAV totaled $608.3 million, or $7.59 per share.
As of March 31, 2023, we had $106.0 million outstanding and $59.0 million of undrawn commitments under our TIAA Credit Facility and $217.7 million outstanding and $107.3 million of undrawn commitments under our JPM SPV Facility, both of which we estimated approximated fair value. Availability under our Credit Facilities is subject to certain leverage and borrowing base limitations, various covenants, reporting requirements and other customary requirements for similar credit facilities. For further information on our Credit Facilities, including key terms and financial covenants, refer to Note D — Debt included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
In October 22, 2021, we issued $77.5 million in aggregate principal amount of our 4.04% Series A Senior Notes due 2026 (the “Series A Notes”) and we issued an additional $72.5 million of Series A Notes on January 21, 2022. For more information on our Series A Notes, including key terms and financial covenants, refer to Note D — Debt included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
We closed our continuous follow-on public offering of shares to new investors effective September 2017. As such, our ability to raise additional equity is limited.
As a BDC, we generally are required to maintain a coverage ratio, or BDC asset coverage ratio, of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met in the future). This requirement limits the amount that we may borrow. As of March 31, 2023, our BDC asset coverage ratio was 228%. The combination of these factors limits our access to capital to fund future investment activities or operating requirements, including our ability to grow the Investment Portfolio. We anticipate that we will continue to fund our investment activities and operating requirements through existing cash and cash equivalents, cash flows generated through our ongoing operating activities, including cash proceeds from the repayments
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and from the sales of investments in our portfolio companies, and utilization of available borrowings under our Credit Facilities. Our primary uses of funds will be investments in portfolio companies, operating expenses, cash distributions to holders of our common stock and share repurchases under our share repurchase program.
We periodically invest excess cash balances into marketable securities and idle funds investments. The primary investment objective of marketable securities and idle funds investments is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our Private Loan, LMM and Middle Market portfolio investments. Marketable securities and idle funds investments generally consist of debt investments, independently rated debt investments, certificates of deposit with financial institutions, diversified bond funds and publicly traded debt and equity investments.
In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income.
Although we have been able to secure access to additional liquidity, including through the Credit Facilities and the Note Purchase Agreement, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.
Recently Issued or Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption. For a description of recently issued or adopted accounting standards, see Note B.11. — Summary of Significant Accounting Policies — Recently Issued or Adopted Accounting Standards included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Inflation
Inflation has not historically had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, specifically including over the last few years, as a result of recent geopolitical events, supply chain and labor issues, and may continue to experience, the increasing impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third-party services and required energy consumption. These issues and challenges related to inflation are receiving significant attention from our investment teams and the management teams of our portfolio companies as we work to manage these growing challenges. Prolonged or more severe impacts of inflation to our portfolio companies could continue to affect their operating profits and, thereby, increase their borrowing costs, and as a result negatively impact their ability to service their debt obligations and/or reduce their available cash for distributions. In addition, these factors could have a negative effect on the fair value of our investments in these portfolio companies. The combined impacts therefrom in turn could negatively affect our results of operations.
Off-Balance Sheet Arrangements
We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the Consolidated Balance Sheets. At March 31, 2023, we had a total of $65.7 million in outstanding commitments comprised of (i) 67 investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) three investments with equity capital commitments that had not been fully called.
Contractual Obligations
As of March 31, 2023, we had $473.7 million in total borrowings outstanding under our Credit Facilities and Series A Notes. The TIAA Credit Facility will mature on March 1, 2026. The JPM SPV Facility will mature on February 3, 2025. The Series A Notes will mature on October 30, 2026. See further discussion of the terms of our Credit Facilities, Series A Notes and other debt in Note D — Debt included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
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A summary of our significant contractual payment obligations for the repayment of outstanding borrowings at March 31, 2023 is as follows:
20232024202520262027ThereafterTotal
(dollars in thousands)
JPM SPV Facility(1)
$— $— $217,688 $— $— $— $217,688 
Series A Notes— — — 150,000 — — 150,000 
Interest due on Series A Notes6,060 6,060 6,060 6,060 — — 24,240 
TIAA Credit Facility(2)
— — — 106,000 — — 106,000 
Total$6,060 $6,060 $223,748 $262,060 $— $— $497,928 
_________________
(1)As of March 31, 2023, $107.3 million remained available to borrow under the JPM SPV Facility; however, our borrowing ability is limited to leverage and borrowing base restrictions imposed by the JPM SPV Facility and the 1940 Act, as discussed above.
(2)As of March 31, 2023, $59.0 million remained available to borrow under the TIAA Credit Facility; however, our borrowing ability is limited to leverage and borrowing base restrictions imposed by the TIAA Credit Facility and the 1940 Act, as discussed above.
Related Party Transactions and Agreements
We have entered into agreements with our Adviser and/or certain of its affiliates and other parties whereby we pay certain fees and reimbursements to these entities. These included payments for selling commissions and fees and for reimbursement of offering costs. In addition, we make payments for certain services that include the identification, execution and management of our investments and also the management of our day-to-day operations provided to us by our Adviser, pursuant to various agreements that we have entered into. See Note J — Related Party Transactions included in Item 1. Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding these related party transactions and agreements.
Recent Developments
On May 1, 2023, we sold 255,754 shares of our common stock to Main Street at $7.82 per share, the
price at which we issued new shares in connection with reinvestments of the May 1, 2023 dividend pursuant
to the DRIP, for total proceeds to us of $2.0 million. The issuance and sale were made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and was unanimously approved by the Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act, of us or our Adviser.
On May 1, 2023, we repurchased 558,444 shares of our common stock validly tendered and not withdrawn on the terms set forth in our tender offer statement on Schedule TO and Offer to Purchase filed with the SEC on May 4, 2023. The shares were repurchased at a price of $7.67 per share, which was our NAV per share as of May 1, 2023, for an aggregate purchase price of $4.3 million (an amount equal to 90% of the proceeds we received from the issuance of shares under our DRIP from our May 1, 2023 dividend payment).
On May 11, 2023, our Board of Directors declared a quarterly cash dividend of $0.175 per share payable August 1, 2023 to stockholders of record as of June 30, 2023.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both our interest expense on the debt outstanding under our Credit Facilities and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rate indices, including LIBOR, SOFR and Prime rates, to the extent that any debt investments include floating interest rates. See Risk Factors — Risks Related to our Investments — The interest rates of some of our investments are priced using a spread over LIBOR, which will be phased out in the future., Risk Factors — Risks Related to our Business and Structure — We are subject to risks associated with the interest rate environment and changes in interest rates will affect our cost of capital, net investment income and the value of our investments. and Risk Factors — Risks Related to Leverage — Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us. included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for more information regarding risks associated with our debt investments and borrowings that utilize LIBOR, SOFR or Prime as a reference rate.
The majority of our debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As of March 31, 2023, 82% of our debt Investment Portfolio (at cost) bore interest at floating rates, 93% of which were subject to contractual minimum interest rates. As of March 31, 2023, 32% of our debt obligations bore interest at fixed rates. Our interest expense associated with our Credit Facilities will be affected by changes in the published LIBOR or SOFR rates, as applicable. However, the interest rates on our outstanding Series A Notes due 2026 (the “Series A Notes”) are fixed for the life of such debt. As of March 31, 2023, we had not entered into any interest rate hedging arrangements. Due to our limited use of derivatives, we have claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under such Act. The Company intends to operate as a “limited derivatives user” under Rule 18f-4 under the 1940 Act.

The following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of March 31, 2023.
Basis Point ChangeIncrease
(Decrease)
in Interest
Income
(Increase)
Decrease
in Interest
Expense
Increase
(Decrease) in Net
Investment
Income
Increase
(Decrease) in Net
Investment
Income per Share
(dollars in thousands, except per share amounts)
(200)$(15,480)$6,474 $(9,006)$(0.11)
(175)(13,581)5,665 (7,916)(0.10)
(150)(11,683)4,855 (6,828)(0.09)
(125)(9,787)4,046 (5,741)(0.07)
(100)(7,890)3,237 (4,653)(0.06)
(75)(5,993)2,428 (3,565)(0.04)
(50)(4,096)1,618 (2,478)(0.03)
(25)(2,199)809 (1,390)(0.02)
251,598 (809)789 0.01 
503,492 (1,618)1,874 0.02 
755,389 (2,428)2,961 0.04 
1007,286 (3,237)4,049 0.05 
1259,183 (4,046)5,137 0.06 
15011,080 (4,855)6,225 0.08 
17512,977 (5,665)7,312 0.09 
20014,874 (6,474)8,400 0.10 
Although we believe that this analysis is indicative of the impact of interest rate changes to our Net Investment Income as of March 31, 2023, the analysis does not take into consideration future changes in the credit market, credit quality, or other business or economic developments that could affect our Net Investment Income. Accordingly, we can
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offer no assurances that actual results would not differ materially from the analysis above. The hypothetical results assume that all LIBOR, SOFR and Prime rate changes would be effective on the first day of the period. However, the contractual LIBOR, SOFR and Prime rate reset dates would vary throughout the period. The majority of our investments are based on contracts which reset quarterly while our TIAA Credit Facility and our JPM SPV Facility reset on a monthly and quarterly basis, respectively. The hypothetical results would also be impacted by the changes in the amount of debt outstanding under our Credit Facilities (with an increase (decrease) in the debt outstanding under the Credit Facilities resulting in an (increase) decrease in the hypothetical interest expense).
Item 4. Controls and Procedures
As of the end of the period covered by this quarterly report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act. There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION
Item 1. Legal Proceedings

We, the Adviser and/or Main Street may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us, the Adviser and/or Main Street in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our, the Adviser’s or Main Street’s financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our, the Adviser’s or Main Street’s financial condition or results of operations in any future reporting period.
Item 1A. Risk Factors
You should carefully consider the risks described below and all other information contained in this Quarterly Report on Form 10-Q, including our interim consolidated financial statements and the related notes thereto, before making a decision to purchase our securities. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.
In addition to the other information set forth in this report, you should carefully consider the risk factors described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that we filed with the SEC on March 14, 2023, which could materially affect our business, financial condition and/or operating results.

We maintain our cash at financial institutions, often in balances that exceed federally insured limits
Our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held in deposit accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions fail, we could lose all or a portion of those amounts held in excess of such insurance limitations. While financial markets recently have encountered volatility associated with concerns about the balance sheets of certain banking institutions and the FDIC has taken control of certain such banks, we have not had any accounts with such banks and therefore have not experienced any direct risk of loss. In addition, our indirect exposure to such banks through our portfolio companies was determined to be immaterial. Any material loss, individually or in the aggregate, from a failed banking relationship above FDIC insurance limits that we may experience in the future, or any inability to access funds pursuant to lending arrangements with such financial institution, could have an adverse effect on our ability to pay our operational expenses or make other payments and may require us to move our accounts, or lending arrangements to other banks, which could cause a temporary delay in making payments to our vendors and employees and cause other operational inconveniences. In addition, if any of our portfolio companies are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such portfolio company’s ability to pay their obligations or make distributions to us could be adversely affected. Continued strain on the banking system may adversely impact our business, financial condition and result of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
During the three months ended March 31, 2023, we issued 564,377 shares of our common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of common stock issued during the three months ended March 31, 2023 under the DRIP was $4.4 million.
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Issuer Purchases of Equity Securities
The following chart summarizes repurchases of our common stock for the three months ended March 31, 2023:
PeriodTotal number of shares
purchased
Average price paid
per share
Total number of shares
purchased as part of publicly
announced plans or programs
Approximate dollar value of
shares that may yet be
purchased under the plans or
programs
January 1 through January 31, 2023519,489$7.67 519,489N/A
February 1 through February 28, 2023— — — — 
March 1 through March 31, 2023— — 
Total519,489519,489
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Item 6. Exhibits
Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):
Exhibit
Number
Description of Exhibit
10.1
31.1
31.2
32.1
32.2
101The following financial information from our Quarterly Report on Form 10-Q for the first quarter of fiscal year 2023, filed with the SEC on May 12, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets at March 31, 2023 and December 31, 2022, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022, (iii) the Consolidated Statements of Changes in Net Assets for the periods ended March 31, 2023 and 2022, (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, (v) the Consolidated Schedule of Investments for the periods ended March 31, 2023 and December 31, 2022, (vi) the Notes to Consolidated Financial Statements and (vii) the Consolidated Schedule 12-14 for the three months ended March 31, 2023 and 2022.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MSC INCOME FUND, INC.
Date: May 12, 2023
/s/ DWAYNE L. HYZAK
Dwayne L. Hyzak
Chief Executive Officer
(principal executive officer)
Date: May 12, 2023
/s/ JESSE E. MORRIS
Jesse E. Morris
Chief Financial Officer and Chief Operating Officer
(principal financial officer)
Date: May 12, 2023
/s/ CORY E. GILBERT
Cory E. Gilbert
Vice President and Chief Accounting Officer
(principal accounting officer)
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