As filed with the Securities and Exchange Commission on March 11, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No.1)
MSC INCOME FUND, INC.
(Name of Subject Company (Issuer))
MSC INCOME FUND, INC.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
55374X109
(CUSIP Number of Class of Securities)
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| Adam W. Park | | Copies to: | |
| Chief Compliance Officer | | Harry S. Pangas | |
| MSC Income Fund, Inc. | | Dechert LLP | |
| 1300 Post Oak Boulevard, 8th Floor | | 1900 K Street, NW | |
| Houston, Texas 77056 | | Washington, DC 20006-1110 | |
| (713) 350-6000 | | (202) 261-3300 | |
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
________________
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| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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| o | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| o | going-private transaction subject to Rule 13e-3. |
| o | amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: | x |
FINAL AMENDMENT TO TENDER OFFER STATEMENT
This Amendment No. 1 supplements and amends the Schedule TO filed with the Securities and Exchange Commission on February 5, 2024 (the “Schedule TO”), as amended, by MSC Income Fund, Inc., an externally managed, non-diversified, closed-end management investment company incorporated in Maryland (the “Company”), in connection with the offer by the Company to purchase for cash, for an aggregate purchase price of not more than $2,500,000.00 in value of its shares of common stock, par value $0.001 per share, at a price specified by the tendering stockholders of not less than $4.50 per share and not more than $7.81 per share in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated February 5, 2024 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which were previously filed with the Schedule TO (the “Offer”).
This Amendment No. 1 is being filed to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 1 by reference.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On March 11, 2024, the Company announced the final results of the Offer, which expired at 5:00 p.m., Central Time, on March 4, 2024. A copy of the press release is filed as Exhibit (a)(5)(A) to this Amendment No. 1 and is hereby incorporated by reference into the Schedule TO and the Offer to Purchase.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit to the exhibit index:
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| EXHIBIT NO. | | DESCRIPTION |
| 99(a)(5)(A) | | |
| 107 | | |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| Dated: | March 11, 2024 | MSC INCOME FUND, INC. |
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| | By: | /s/ Adam W. Park | |
| | Name: | Adam W. Park |
| | Title: | Chief Compliance Officer |