ck0001535778-20241119

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As filed with the Securities and Exchange Commission on November 19, 2024

Securities Act File No. 333-282501

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. 1

Post-Effective Amendment

MSC Income Fund, Inc.

(Exact name of registrant as specified in charter)

1300 Post Oak Boulevard, 8th Floor

Houston, TX 77056

(713) 350-6000

(Address and telephone number, including area code, of principal executive offices)

Dwayne L. Hyzak

Chief Executive Officer

MSC Income Fund, Inc.

1300 Post Oak Boulevard, 8th Floor

Houston, TX 77056

(Name and address of agent for service)

COPIES TO:

Jason B. Beauvais, Esq.
Executive Vice President, General Counsel and Secretary
MSC Income Fund, Inc.
1300 Post Oak Boulevard, 8th Floor
Houston, TX 77056

Harry S. Pangas, Esq.
Clay Douglas, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006
Telephone: (202) 261-3300

Joshua Wechsler, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Telephone: (212) 859-8000

Approximate Date of Commencement of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

o Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

o Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

o Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

o Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

o Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

o when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

o This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

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o This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ___.

o This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ___.

o This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ___.

Check each box that appropriately characterizes the Registrant:

o Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).

þ Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

o Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

o A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

o Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

o Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)).

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 7(a)(2)(B) of the Securities Act.

o New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED NOVEMBER 19, 2024

PRELIMINARY PROSPECTUS

Common Stock

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). We are managed by MSC Adviser I, LLC (the “Adviser”), a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), which is wholly-owned by Main Street Capital Corporation, a New York Stock Exchange-listed BDC.

Our principal investment objective is to maximize our investment portfolio’s total return, primarily by generating current income from our debt investments and, to a lesser extent, by generating 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 primarily by providing debt capital to private (“Private Loan”) companies owned by or in the process of being acquired by a private equity fund (our “Private Loan investment strategy”) and secondarily by providing customized long-term debt and equity capital solutions to lower middle market (“LMM”) companies (our “LMM investment strategy”). A portion of our Private Loan investments may include equity investments in our Private Loan companies. Our Private Loan investment strategy involves investments in companies that generally have annual revenues between $25 million and $500 million and annual earnings before interest, tax, depreciation and amortization expenses (“EBITDA”) between $7.5 million and $50 million. Our LMM investment strategy involves investments in companies that generally have annual revenues between $10 million and $150 million and annual EBITDA between $3 million and $20 million.

We also maintain a legacy portfolio of investments in larger middle market (“Middle Market”) companies, with annual revenues typically between $150 million and $1.5 billion (our “Middle Market investment portfolio”). Our Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. We have generally stopped making new Middle Market investments and expect our Middle Market investment portfolio to continue to decline in future periods as our existing Middle Market investments are repaid or sold. Our Private Loan, LMM and Middle Market investments generally range in size from $1 million to $20 million. Geographically, we maintain a diversified portfolio throughout the United States.

In contemplation of this public offering, our board of directors and the Adviser decided to shift our future investment strategy with respect to new platform investments to be solely focused on our Private Loan investment strategy. As a result, the size of our LMM investment portfolio is expected to decrease over time as we make new investments consistent with our Private Loan investment strategy and our existing LMM investments are repaid or sold in the ordinary course of business. We do, however, plan to continue executing follow on investments in our existing LMM portfolio companies going forward in accordance with our existing SEC order for co-investment exemptive relief.

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Additionally, on [ • ], 2024, we effectuated a 2-for-1 reverse stock split of our outstanding common stock pursuant to approval from our board of directors (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every two shares of our issued and outstanding common stock were converted into one share of issued and outstanding common stock, without any change in the par value per share. Stockholder distributions will be unchanged as any declared but unpaid distributions per share will adjust commensurate with the 2-for-1 ratio of the Reverse Stock Split. Unless otherwise indicated, all figures in this prospectus (excluding the consolidated financial statements included herein) reflect the implementation of the Reverse Stock Split.

This is a public offering of shares of our common stock. All of the shares of common stock offered by this prospectus are being sold by us.

Our board of directors has authorized an open market share repurchase program of up to $[ • ] million in the aggregate of shares of our common stock. Pursuant to the program, we may, from time to time, purchase shares of our common stock in the open market, subject to market conditions and other factors, for a 12-month period following the consummation of this offering. We will determine the timing and amount of repurchases based on our evaluation of market conditions and other factors. The repurchase program may be suspended or discontinued by us at any time. In connection with such authorization, concurrently with the closing of this offering, we intend to enter into a share repurchase plan (the “Company Rule 10b5-1 Stock Repurchase Plan”) to facilitate the repurchase of up to $[ • ] million of our shares of common stock under the share repurchase program. The repurchases of shares pursuant to the Company Rule 10b5-1 Stock Repurchase Plan will be implemented in accordance with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”). See “Prospectus Summary — Open Market Share Repurchase Program.”

Shares of our common stock have no history of public trading. We currently expect that the public offering price per share of our common stock will be $ . We expect the shares to be approved for listing on The New York Stock Exchange, subject to notice of issuance, under the symbol “MSIF”.

This prospectus contains important information you should know before investing in our common stock. Please read it before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission (the “SEC”). This information will be available by written or oral request and free of charge by contacting us at MSC Income Fund, Inc., 1300 Post Oak Blvd., 8th Floor, Houston, TX 77056, on our website at www.mscincomefund.com, or by calling us collect at (713) 350-6000. The SEC also maintains a website at www.sec.gov that contains this information.

Shares of closed-end investment companies that are listed on an exchange, including BDCs, may trade at a discount to their net asset value (“NAV”) per share. The NAV per share of our common stock as of September 30, 2024 was $15.38 (as adjusted for the Reverse Stock Split on a retrospective basis). If our shares trade at a discount to our NAV, it may increase the risk of loss for purchasers in this offering. [Assuming a public offering price of $ per share, purchasers in this offering will experience immediate dilution of approximately $ per share.]

Investing in our common stock involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highly speculative. The securities in which we invest generally would be rated below investment grade if they were rated by rating agencies. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid. Before buying any shares of our common stock, you should read the discussion of the material risks of investing in our common stock in “Risk Factors” beginning on page [42] of this prospectus.

Neither the SEC nor any state securities commission, nor any other regulatory body, has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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	Per Share	Total
Public offering price	$	$
Sales load (underwriting discounts and commissions)(1)	$	$
Proceeds, before expenses, to us(2)	$	$

_____________________________

(1)See “Underwriting” for a more complete description of underwriting compensation.

(2)Offering expenses payable by us, exclusive of the underwriting discounts and commissions, are estimated to be approximately $ million in connection with this offering.

We granted the underwriters an option to purchase up to additional shares of our common stock from us, at the public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus to cover over-allotments, if any. If the underwriters exercise their over-allotment option, the total sales load payable to the underwriters will be $ million, and total proceeds to us will be approximately $ million.

The shares will be delivered on or about , 2024.


RBC Capital Markets			Truist Securities

The date of this prospectus is , 2024.

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			Page
Prospectus Summary			1
The Offering			15
Financial Highlights			19
Fees and Expenses			24
Risk Factors			26
Cautionary Statement Concerning Forward-Looking Statements			52
Use of Proceeds			54
Distributions			54
Capitalization			60
Dilution			62
Management’s Discussion and Analysis of Financial Condition and Results of Operations			64
Portfolio Companies			88
Senior Securities			112
Business			114
Management			128
Management Agreements			139
Certain Relationships and Related Party Transactions			142
Control Persons and Principal Stockholders			146
Determination of Net Asset Value			147
Description of Common Stock			149
Shares Eligible for Future Sale			156
Distribution Reinvestment Plan			158
Material U.S. Federal Income Tax Considerations			160
Regulation			167
Underwriting			171
Custodian, Transfer and Distribution Paying Agent and Registrar			176
Portfolio Transactions and Brokerage			176
Legal Matters			176
Independent Registered Public Accounting Firm			176
Available Information			176
Privacy Notice			177
Index to Consolidated Financial Statements			178

This prospectus may contain estimates and information concerning our industry that are based on industry publications and reports. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors,” that could cause results to differ materially from those expressed in these publications and reports.

This prospectus includes summaries of certain provisions contained in the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section titled “Available Information.”

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You should rely only on the information included in this prospectus. We have not, and the underwriters have not, authorized any dealer, salesperson or other person to provide you with different information or to make representations as to matters not stated in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. You should not assume that the information included in this prospectus is accurate as of any date other than their respective dates. Changes to the information contained in this prospectus may occur after that date, and we undertake no obligation to update the information except as required by law.

The references in this prospectus to the SEC’s or our website are not intended to and do not include or incorporate by reference into this prospectus the information on those websites.

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PROSPECTUS SUMMARY

This summary highlights information included elsewhere in this prospectus. It is not complete and may not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, including the risks of investing in our common stock discussed in the section titled “Risk Factors” and our financial statements and related notes contained in this prospectus, and the exhibits to the registration statement of which this prospectus is a part. Any yield information contained in this prospectus related to debt investments in our investment portfolio is not intended to approximate a return on your investment in us and does not take into account other aspects of our business, including our operating and other expenses, or other costs incurred by you in connection with your investment in us. Unless otherwise noted or the context otherwise indicates, the term “MSIF” refers to MSC Income Fund, Inc., and the terms “we,” “us,” “our,” the “Company” and “MSC Income Fund” refer to MSIF and its consolidated subsidiaries, including the Taxable Subsidiaries and the Structured Subsidiaries (defined below).

MSC Income Fund

We are a principal investment firm primarily focused on providing debt capital to private (“Private Loan”) companies owned by or in the process of being acquired by a private equity fund (our “Private Loan investment strategy”) and secondarily focused on providing customized long-term debt and equity capital solutions to lower middle market (“LMM”) companies (our “LMM investment strategy”). A portion of our Private Loan investments may include equity investments in our Private Loan companies. Our portfolio investments are typically made to support leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. We seek to partner with private equity fund sponsors in our Private Loan investment strategy and primarily invest in secured debt investments of Private Loan companies generally headquartered in the United States. We maintain relationships with a diverse group of private equity fund sponsors, with no aggregate Private Loan portfolio investments with a single sponsor exceeding 13% of our total Private Loan portfolio investments at fair value as of September 30, 2024. We also seek to partner with entrepreneurs, business owners and management teams and generally provide “one-stop” debt and equity financing solutions within our LMM investment strategy. Through our LMM investment strategy, we primarily invest in secured debt investments, equity investments, warrants and other securities of LMM companies typically based in the United States.

We also maintain a legacy portfolio of investments in larger middle market (“Middle Market”) companies (our “Middle Market investment portfolio”) and a limited portfolio of other portfolio investments (“Other Portfolio”). Our Middle Market investments are generally debt investments in companies owned by a private equity fund that were originally issued through a syndication financing process. We have generally stopped making new Middle Market investments and expect our Middle Market investment portfolio to continue to decline in future periods as our existing Middle Market investments are repaid or sold. Our 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 in non-affiliated investment companies and private funds managed by third parties. The “Investment Portfolio,” as used herein, refers to all of our investments in Private Loan portfolio companies, investments in LMM portfolio companies, investments in Middle Market portfolio companies and Other Portfolio investments

We were formed on November 28, 2011 as a Maryland corporation 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 (the “Current Investment Advisory Agreement”). In such role, the Adviser has the responsibility to manage our business, including the responsibility to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management decisions, monitor our 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”).

Overview of Our Business

Our principal investment objective is to maximize our Investment Portfolio’s total return, primarily by generating current income from our debt investments and, to a lesser extent, by generating 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 and LMM investment strategies. A portion of our Private Loan investments may include equity investments in our Private Loan companies. Our Private Loan investment strategy involves investments in companies that generally have annual revenues between $25 million and $500 million and annual earnings before interest, tax, depreciation and amortization expenses (“EBITDA”) between $7.5 million and $50 million. Our LMM investment strategy involves investments in companies that generally have annual revenues between $10 million and $150 million and annual EBITDA between $3 million and $20 million. Our Private Loan and LMM investments generally range in size from $1 million to $20 million. Geographically, we maintain a diversified portfolio throughout the United States.

Private Loan investments primarily consist of debt securities that have primarily been originated directly by our Adviser or, to a lesser extent, through our Adviser’s 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. Our Private Loan investments are typically made in a company owned by or in the process of being acquired by a private equity fund. 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 co-invest with Main Street and the private equity funds in the equity securities of our Private Loan portfolio companies.

We seek to avoid Private Loan investments in businesses with the following characteristics: distressed situations, highly cyclical or seasonal revenues, low operating margins, high capital intensity, high customer concentration, and inexperienced management teams. Our target loan profiles for Private Loan investments typically include a total leverage level below 4.5x EBITDA, a debt-to-enterprise value below 60%, and companies with demonstrated historical cash flow generation. As of September 30, 2024 and based upon cost, our Private Loan investment portfolio generation consisted of 47.1% lead investments, which are investments where our Adviser was the lender leading the lenders’ activities on the Private Loan investment (which include, but are not limited to, sourcing the opportunity, due diligence procedures, negotiations, supervision of legal documentation and post-investment monitoring, with these activities together, the “Lender Activities”), 25.0% co-lead investments, which are investments where our Adviser was a co-lead with another lender for the Lender Activities, and 27.9% club investments, which are investments where our Adviser was not leading or co-leading the Lender Activities (excluding Private Loan investments closed by LMM investment teams, which in aggregate represent approximately 3.3% and 3.5% of our total Private Loan investment portfolio at cost and fair value, respectively, as of September 30, 2024). The portfolio company ownership within our Private Loan portfolio, based upon cost as of September 30, 2024, consisted of 97% owned by a private equity fund and 3% owned by a non-private equity fund party (excluding Private Loan investments closed by LMM investment teams). Since January 1, 2021 through September 30, 2024, our Adviser’s Private Credit investment team reviewed approximately 1,045 Private Loan investment opportunities and closed 74 investments; we participated in 73 of such investments.

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We also 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. We believe that providing customized, “one-stop” financing solutions is important and valuable to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our LMM 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 target purchase multiple for LMM investments is between 4.5x – 6.5x enterprise value-to-EBITDA.

In contemplation of this public offering, our board of directors and the Adviser decided to shift our future investment strategy with respect to new platform investments to be solely focused on our Private Loan investment strategy. As a result, the size of our LMM investment strategy portfolio is expected to decrease over time as we make new investments consistent with our Private Loan investment strategy and our existing LMM investment strategy investments are repaid or sold in the ordinary course of business. We do, however, plan to continue executing follow on investments in our existing LMM portfolio companies going forward in accordance with our existing SEC order for co-investment exemptive relief.

We also maintain our legacy Middle Market investment portfolio. Our Middle Market investments are generally debt investments in companies owned by private equity funds that were originally issued through a syndication financing process. We have generally stopped making new Middle Market investments and expect our Middle Market investment portfolio to continue to decline in future periods as existing Middle Market investments are repaid or sold. Our Middle Market debt investments generally range in size from $1 million to $20 million, 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 in non-affiliated investment companies and private funds managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses to third party managers. Similar to our Middle Market investments, we have generally stopped making new Other Portfolio investments and expect our Other Portfolio to continue to decline in future periods as existing Other Portfolio investments are repaid or sold.

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 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.

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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, Main Street 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 Main Street, other participating funds and other clients instead of us. However, both we and our Adviser have 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.

Market Opportunity

We believe that the investing environment in the markets served by our Private Loan and LMM investment strategies continues to be attractive, providing strong risk-adjusted returns due to structural and market factors. We believe that when private equity sponsors experience the flexibility of private credit financing solutions and the speed and certainty of execution, they will continue to consider financing from non-bank lenders. Additionally, we believe that our target market in our Private Loan investment strategy (companies with $7.5 million to $50 million of EBITDA) continues to be underserved. This has allowed us to establish ourselves as a “go-to” player in the space. These factors present a compelling opportunity for us to invest in quality companies on attractive terms and conditions. Certain private equity sponsors who historically sought to finance their transactions in the public, syndicated markets or with commercial banks have turned to private credit providers, including us, to finance their transactions.

Competitive Advantage

Ability to leverage the Main Street platform

We believe that our Adviser’s expertise in analyzing, valuing, structuring, negotiating and closing transactions provides us with a competitive advantage in offering customized financing solutions to companies. Main Street has a substantial network of business relationships with individuals, companies and institutions in the United States, which we believe is a consistent source of investment opportunities for us and differentiates us relative to other BDCs. Additionally, we believe that this network assists our portfolio companies through our ability to make introductions and referrals to Main Street’s key third-party relationships.

Diversified investment strategy differentiates MSC Income Fund from other investment funds

We have a U.S.-focused Private Loan investment strategy, investing primarily in senior secured, first lien loans of companies owned by, or being acquired by private equity funds. We also have a LMM investment strategy focused on investing in partnership with business owners and management teams of companies in the underserved LMM. Our core focus is sourcing investment opportunities in companies with significantly lower EBITDA versus many BDC peers, as we believe these companies are underserved from a financing standpoint. We believe the underserved nature of the market we serve results in an enhanced risk profile: including smaller lending groups, more control over underwriting, structure and documentation, and better communication and more direct interaction with the portfolio company, its management team and its private equity sponsor. Lastly, we believe that the lower leverage ratios of our portfolio companies at the time of our initial debt investment allow for greater downside protection and that the lower equity investment valuations at the time of our initial equity investment allow opportunities for higher levels of future capital appreciation. As a result of our unique investment strategies, we also have minimal portfolio company overlap versus most BDC peers, many of which have significant overlap and commonality within their investment portfolios and therefore represent common risk profiles, which we believe allows us to provide a unique investment opportunity for our investors, including the benefits of differentiation and diversification away from most BDC peers.

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Experienced investment team with a strong track record

Our Adviser is served by experienced investment professionals within Main Street’s platform. Our Adviser’s investment professionals are responsible for the origination, due diligence, underwriting, structuring and monitoring of each investment throughout its life cycle. In addition, the Main Street platform includes numerous professionals focused on its legal, compliance, risk management, finance, accounting and tax functions who help support our Adviser’s investment professionals by providing guidance on our operations. As of September 30, 2024, our Adviser had 104 professionals, including 58 dedicated investment professionals, with the senior investment professionals averaging 22 years of experience and with an average of 11 years of experience at Main Street.

Stockholder alignment

As of September 30, 2024, our directors and executive officers own 0.2% of our outstanding shares of common stock, while Main Street owns 2.7% of our outstanding shares. These ownership stakes are important factors that align interests between our Adviser, management and stockholders.

Stockholder friendly cost structure

Effective upon a listing of our shares of common stock on a national securities exchange, we and the Adviser intend to amend the Current Investment Advisory Agreement to better align with our transition to focus on our Private Loan investment strategy. The changes to the Current Investment Advisory Agreement include (i) a reduction in the annual base management fees payable by us to our Adviser (with additional future contractual reductions based upon our investment portfolio composition), (ii) amendments to the structure of the subordinated incentive fee on income payable by us to our Adviser and reductions in the hurdle, catch-up percentage and incentive fee rates, including the adoption of a differentiated and stockholder friendly 50% / 50% catch-up feature, (iii) a reduction to and reset of the incentive fee on capital gains payable by us to our Adviser, (iv) establishment of a cap on the amount of expenses payable by us relating to certain internal administrative services, which varies based on the value of our total assets and (v) other changes to delete provisions required by the Omnibus Guidelines promulgated by the North American Securities Administrators Association, Inc. (“NASAA Guidelines”). We believe that our revised fee structure is among industry leaders and provides strong alignment with stockholders.

Investment Criteria

Our Adviser’s investment team has identified the following investment criteria that it believes are important in evaluating prospective portfolio companies. Our Adviser’s investment team uses these criteria in evaluating investment opportunities. However, not all of these criteria have been, or will be, met in connection with each of our investments:

•Established Companies with Positive Cash Flow. We seek to invest in established companies with sound historical financial performance. We primarily pursue investments in Private Loan companies that have historically generated annual EBITDA of $7.5 million to $50 million. We also seek to invest in LMM companies that have historically generated annual EBITDA of $3 million to $20 million. We generally do not invest in start-up companies or companies with speculative business plans.

•Defensible Competitive Advantages/Favorable Industry Position. We primarily focus on companies having competitive advantages in their respective markets and/or operating in industries with barriers to entry, which may help to protect their market position and profitability.

•Proven Management Team with Meaningful Equity Stake. We look for operationally-oriented management with direct industry experience and a successful track record. We believe management teams with these attributes are more likely to manage the companies in a manner that protects our investment.

•Exit Alternatives. We exit our debt investments primarily through the repayment of our investment from internally generated cash flow of the portfolio company and/or a refinancing. In addition, we seek to invest in companies whose business models and expected future cash flows may provide alternate methods of repaying our investment, such as through a strategic acquisition by other industry participants or a recapitalization.

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Investment Portfolio

The following tables provide a summary of our investments in our Private Loan, LMM and Middle Market investment strategies as of September 30, 2024 and December 31, 2023 (excluding certain investments in Other Portfolio investments).


	As of September 30, 2024
	Private Loan			LMM (a)			Middle Market
	(dollars in millions)
Number of portfolio companies	84			55			11
Fair value	$	679.9		$	411.0		$	46.1
Cost	$	700.0		$	340.5		$	73.0
Debt investments as a % of portfolio (at cost)	95.6		%	70.8		%	88.9		%
Equity investments as a % of portfolio (at cost)	4.4		%	29.2		%	11.1		%
% of debt investments at cost secured by first priority lien	99.9		%	99.9		%	99.9		%
Weighted-average annual effective yield (b)	12.7		%	13.2		%	14.1		%
Average EBITDA (c)	$	33.2		$	10.0		$	44.3

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(a)As of September 30, 2024, 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 as of September 30, 2024, 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, and are weighted based upon the principal amount of each applicable debt investment as of September 30, 2024. The weighted-average annual effective yield on our debt portfolio as of September 30, 2024 including debt investments on non-accrual status was 12.1% for our Private Loan portfolio, 11.8% for our LMM portfolio and 9.4% for our Middle Market portfolio. The weighted-average annual effective yield of our entire investment portfolio as of September 30, 2024, including debt investments on non-accrual status was 11.9%. 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. The total return based on change in the Company’s net asset value was 6.4% (not annualized) for the nine months ended September 30, 2024. See “Financial Highlights” below.

(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 two Private Loan portfolio companies, two LMM portfolio companies and one Middle Market 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 and those portfolio companies whose primary operations have ceased and only residual value remains.

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	As of December 31, 2023
	Private Loan			LMM (a)			Middle Market
	(dollars in millions)
Number of portfolio companies	78			50			16
Fair value	$	595.3		$	387.0		$	86.0
Cost	$	586.4		$	315.7		$	114.7
Debt investments as a % of portfolio (at cost)	94.1		%	70.2		%	93.1		%
Equity investments as a % of portfolio (at cost)	5.9		%	29.8		%	6.9		%
% of debt investments at cost secured by first priority lien	100.0		%	99.9		%	100.0		%
Weighted-average annual effective yield (b)	13.1		%	13.0		%	13.0		%
Average EBITDA (c)	$	30.5		$	8.8		$	74.2

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(a)As of December 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 as of December 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, and are weighted based upon the principal amount of each applicable debt investment as of December 31, 2023. The weighted-average annual effective yield on our debt portfolio as of December 31, 2023 including debt investments on non-accrual status was 12.6% for our Private Loan portfolio, 13.0% for our LMM portfolio and 9.9% for our Middle Market portfolio. The weighted-average annual effective yield on our entire investment portfolio as of December 31, 2023, including debt investments on non-accrual status, was 12.4%. 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. The total return based on change in the Company’s net asset value was 10.9% for the year ended December 31, 2023. See “Financial Highlights” below.

(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, 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.

Our Adviser and the Administrator

On October 28, 2020, our stockholders approved the appointment of the Adviser as our investment adviser and administrator under the Current Investment Advisory Agreement. In such role, our Adviser has the responsibility to manage our business, including the responsibility to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management decisions, monitor our Investment Portfolio and provide our ongoing administrative services.

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Our Adviser is a wholly-owned subsidiary of Main Street, an internally managed, listed BDC whose common stock trades on the New York Stock Exchange under the ticker symbol “MAIN”. The same investment professionals who provide investment advisory services to us at the Adviser comprise the investment management team of Main Street. Main Street and the Adviser have developed a reputation in the marketplace as a responsible and efficient source of financing, which has created a stream of proprietary deal flow for us. As of September 30, 2024, Main Street has total investments with an aggregate fair value of $4.9 billion in 208 portfolio companies (including an aggregate of 193 Private Loan, LMM and Middle Market portfolio companies) and capital under management of $8.0 billion (including total assets and undrawn portions of debt capital of Main Street and clients managed by the Adviser, its wholly-owned subsidiary). As of September 30, 2024, Main Street has invested over $11.6 billion of capital since its inception. We believe that our Adviser’s expertise in analyzing, valuing, structuring, negotiating and closing transactions provides us with a competitive advantage in offering customized financing solutions to companies. Our Adviser’s investment team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, structuring our investments and monitoring and servicing our investments. As of September 30, 2024, our Adviser’s investment team was comprised of 58 investment professionals, all of whom dedicate a substantial portion of their time to us. In addition, our Adviser had 46 dedicated operations professionals as of September 30, 2024. The Adviser believes that it has experienced support personnel, including individuals with expertise in risk management, legal, accounting, tax, information technology and compliance, among others.

Corporate Structure

The following diagram depicts our organizational structure assuming closing of this offering:

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(1)Assuming the underwriters do not exercise their option to purchase additional shares of common stock.

(2)Includes Main Street, certain officers and employees of Main Street and certain directors and officers of the Company.

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(3)From time to time, we may form subsidiaries to facilitate our normal course of business investing activities. A “subsidiary” is an entity that primarily engages in investment activities in securities or other assets that is wholly- owned by us, including existing Taxable Subsidiaries and Structured Subsidiaries. We comply with the 1940 Act provisions governing capital structure and leverage on an aggregate basis with such wholly-owned subsidiaries, and each such subsidiary complies with the 1940 Act provisions relating to affiliated transactions and custody and is subject to the same principal investment strategies and principal risks of the Company. Any investment adviser to such wholly-owned subsidiary will comply with the provisions of the 1940 Act relating to investment advisory contract approval as if it were an investment adviser to an investment company under the 1940 Act. We do not intend to create or acquire primary control of any subsidiary that primarily engages in investment activities in securities or other assets other than entities wholly-owned by us. Each of the Taxable Subsidiaries and the Structured Subsidiaries uses the same custodians as the Company.

Current Investment Advisory Agreement and New Investment Advisory Agreement

Subject to the overall supervision of our board of directors, our Adviser oversees our day-to-day operations and provides us with investment advisory services and ongoing administrative services. Under the terms of the Current Investment Advisory Agreement and the New Investment Advisory Agreement (as defined below), our Adviser, among other things: (i) determines the composition and allocation of our Investment Portfolio, the nature and timing of any changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of our investments; (iii) executes and closes the acquisition of, and monitors and services, our investments; (iv) determines the securities and other assets that we purchase, retain, or sell; and (v) performs due diligence on our prospective investments and portfolio companies.

The Current Investment Advisory Agreement was most recently re-approved by our board of directors, including a majority of members who are not “interested” persons (as defined by the 1940 Act) of MSC Income Fund or the Adviser, on July 17, 2024. In connection with this offering, we intend to enter into an amended and restated investment advisory and administrative services agreement with our Adviser (the “New Investment Advisory Agreement”), which was approved by our board of directors, including a majority of members who are not “interested” persons (as defined by the 1940 Act) of the Company or the Adviser, on July 17, 2024 (and subsequently ratified at an in-person meeting on August 13, 2024). The New Investment Advisory Agreement was approved by the affirmative vote of the holders of a majority of our outstanding voting securities, as defined in the 1940 Act, at a special meeting of stockholders held on [ • ], 2024, and will be effective for an initial two-year term upon a listing of our shares of common stock on a national securities exchange (such as the New York Stock Exchange).

The New Investment Advisory Agreement, among other things, (i) reduces the annual base management fees payable by us to our Adviser, (ii) amends the structure of the subordinated incentive fee on income payable by us to our Adviser and reduces the hurdle, catch-up percentage and incentive fee rates, (iii) reduces and resets the incentive fee on capital gains payable by us to our Adviser, (iv) places a cap on the amount of expenses payable by us relating to certain internal administrative services, which varies based on the value of our total assets and (v) deletes provisions required by NASAA Guidelines.

Reduction in Base Management Fees

The New Investment Advisory Agreement reduces the annual base management fee from 1.75% of our average total assets to 1.5% of our average total assets (including cash and cash equivalents), payable quarterly in arrears. calculated based on the average value of our total assets (including cash and cash equivalents) at the end of the two most recently completed calendar quarters. The determination of total assets will reflect changes in the fair value of our portfolio investments reflecting both unrealized appreciation and unrealized depreciation.

In addition, under the New Investment Advisory Agreement, the base management fee will be further reduced to an annual rate of (i) 1.25% of the average fair value of our total assets (including cash and cash equivalents) commencing with the first full calendar quarter following the date on which the aggregate fair value of our investments in our lower middle market investment strategy (“LMM portfolio investments”) falls below 20% of our total Investment Portfolio at fair value, and (ii) 1.00% of the average fair value of our total assets (including cash and cash equivalents) commencing with the first full calendar quarter following the date on which the aggregate fair value of our LMM portfolio investments falls below 7.5% of our total Investment Portfolio at fair value.

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Changes to the Subordinated Incentive Fee, Capital Gains Incentive Fee and Reduction in Hurdle and Incentive Fee Rates

The New Investment Advisory Agreement amends the structure of the subordinated incentive fee on income in a manner that expresses the “hurdle rate” required for our Adviser to earn, and be paid, the incentive fee as a percentage of our “net assets” rather than “Adjusted Capital” (as defined below).

The New Investment Advisory Agreement also reduces the incentive fee rate and the hurdle rate. Under the New Investment Advisory Agreement, the subordinated incentive fee on income will be (i) reduced from 20% under the Current Investment Advisory Agreement to 17.5% and (ii) calculated and payable quarterly in arrears based on “pre-incentive fee net investment income” for the immediately preceding calendar quarter, subject to a “hurdle rate”, expressed as a rate of return on our net assets, equal to 1.5% per quarter, or an annualized rate of 6.0%. Our Adviser will receive 50% of pre-incentive fee net investment income once the hurdle rate is exceeded (decreased from 100% under the Current Investment Advisory Agreement) until the quarterly rate of 2.307692% (compared to 2.34375% under the Current Investment Advisory Agreement), or 9.230769% annualized (compared to 9.375% under the Current Investment Advisory Agreement), is exceeded, at which point our Adviser will receive 17.5% (compared to 20% under the Current Investment Advisory Agreement) of all pre-incentive fee net investment income.

“Adjusted Capital” is defined in the Current Investment Advisory Agreement to mean cumulative gross proceeds generated from sales of our common stock (including proceeds from our distribution reinvestment plan) reduced for non-liquidating distributions, other than distributions of profits, paid to our stockholders and amounts paid for share repurchases pursuant to our share repurchase program.

In addition, the New Investment Advisory Agreement reduces the incentive fee on capital gains that we are obligated to pay to our Adviser to 17.5% from 20% of our incentive fee capital gains, which will be earned on liquidated investments from our Investment Portfolio, net of any income tax expense associated with such realized capital gains. Under the New Investment Advisory Agreement, the incentive fee on capital gains will be determined and payable in arrears as of the end of each calendar year (or upon termination of the New Investment Advisory Agreement). This fee will equal (a) 17.5% of our incentive fee capital gains, which will equal our realized capital gains (net of any related income tax expense) on a cumulative basis from the effective date of the New Investment Advisory Agreement, calculated as of the end of each calendar year thereafter (or upon termination of the New Investment Advisory Agreement), computed net of (1) all realized capital losses on a cumulative basis (net of any related income tax benefit) from the effective date of the New Investment Advisory Agreement, and (2) unrealized capital depreciation (net of any related income tax benefit) on a cumulative basis from the effective date of the New Investment Advisory Agreement, less (b) the aggregate amount of any previously paid capital gain incentive fees from the effective date of the New Investment Advisory Agreement. For purposes of calculating each component of the incentive fee capital gains under the New Investment Advisory Agreement, (1) the cost basis for any investment held as of the effective date of the New Investment Advisory Agreement will be deemed to be the fair value for such investment as of the most recent quarter end immediately prior to the effective date of the New Investment Advisory Agreement and, with respect to any investment acquired subsequent to the effective date of the New Investment Advisory Agreement, the cost basis will equal the cost basis of such investment as reflected in our financial statements and (2) the income tax expense or benefit associated with all investments will be measured from the most recent quarter end immediately prior to the effective date of the New Investment Advisory Agreement through the date of any such calculation.

In addition, the subordinated incentive fee on income for any partial quarter and the incentive fee on capital gains for any partial year and quarter under the New Investment Advisory Agreement will be appropriately pro-rated.

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(a)Annualized pre-incentive fee net investment income return at which the catch-up is fully satisfied assuming a 17.5% incentive fee on pre-incentive fee net investment income and a 50%/50% catch-up feature as prescribed in the New Investment Advisory Agreement.

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Administrative Expenses and Limitations on Reimbursement for Administrative Expenses

The Current Investment Advisory Agreement includes provisions stating that we shall bear the costs and expense of our organization, operations and administration and provides that we shall either pay such costs and expenses directly, or through reimbursement to our Adviser. The Current Investment Advisory Agreement additionally outlines a number of costs and expenses relating to our day-to-day administration and management, including certain expenses related to personnel. The Adviser has historically waived reimbursement for all such “internal administrative services expenses,” except for such expenses for services that were previously provided by an external third-party that were later internalized by the Adviser. This waiver is discretionary and can be discontinued at any point in the future. Under the New Investment Advisory Agreement, this waiver is memorialized as a quarterly cap on our obligation to reimburse the Adviser for “Internal Administrative Expenses.”

“Internal Administrative Expenses” are defined under the New Investment Advisory Agreement as the actual cost of the personnel of the Adviser or its affiliates performing the functions of chief financial officer and chief compliance officer and other personnel of the Adviser or its affiliates engaged to provide day-to-day administrative and non-advisory management services or professional services for us in-house (including legal services, tax services, internal audit services, technology-related services and services in connection with compliance with federal and state laws) including, without limitation, direct compensation costs, including the allocable portion of salaries, bonuses, benefits and other direct costs associated therewith), and related overhead costs, including rent, allocated by the Adviser to us in a reasonable manner, without markup. Under the New Investment Advisory Agreement, we will not, and will not be obligated, to reimburse the Adviser for Internal Administrative Expenses in an amount that exceeds on a quarterly basis the product obtained by multiplying (x) the value of our total assets (including cash and cash equivalents) at the end of each calendar quarter by (y) the applicable “Annual Basis Point Rate” set forth in the below table:


Total Assets						Annual Basis Point Rate
$0 – $500 million						6.0
Over $500 million – $1.25 billion						5.125
Greater than $1.25 billion						4.5

Summary Principal Risk Factors

An investment in our securities, including shares of our common stock, involves a high degree of risk and may be considered speculative. The following is a summary of the principal risks that you should carefully consider before investing in our securities. Further details regarding each risk included in the below summary list can be found in “Risk Factors” beginning on page 26 of this prospectus.

Risks Related to our Business and Structure

•Because our investments are recorded at fair value, there is and will continue to be uncertainty as to the value of our investments.

•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.

•We are dependent upon our Adviser’s key investment personnel for our future success.

•Our business model depends to a significant extent upon strong referral relationships.

Risks Related to our Investments

•The types of portfolio companies in which we invest involve significant risks and we could lose all or part of our investment.

•Economic recessions or downturns could impair our portfolio companies’ performance and defaults by our portfolio companies will harm our operating results.

•Inflation could adversely affect the business, results of operations and financial condition of our portfolio companies.

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•We may be exposed to higher risks with respect to our investments that include original issue discount or Payment-in-Kind (“PIK”) interest.

•The lack of liquidity in our investments may adversely affect our business.

•There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

•Defaults by our portfolio companies will harm our operating results.

•We may be subject to risks associated with “covenant-lite” loans.

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.

•Substantially all of our assets are subject to security interests under our senior securities and if we default on our obligations under our senior securities, we may suffer adverse consequences, including foreclosure on our assets.

Risks Related to our Adviser and its Affiliates

•Our Adviser has conflicts of interest that may create an incentive for the Adviser to enter into investments that are riskier or more speculative than would otherwise be the case and our Adviser may have an incentive to increase portfolio leverage in order to earn higher management fees.

•Our Adviser may face conflicts of interest in allocating investment opportunities between us, Main Street and the other funds and accounts managed by our Adviser.

Risks Related to this Offering and an Investment in Shares of our Common Stock

•Investing in our shares may involve a high degree of risk.

•Prior to this offering, there has been no public market for shares of our common stock, and we cannot assure you that a market for shares of our common stock will develop or that the market price of shares of our common stock will not decline following the offering.

•We may not be able to pay distributions to our stockholders, our distributions may not grow over time, and a portion of distributions paid to our stockholders may be a return of capital.

•Purchases of shares of our common stock by us under our open market repurchase program, including the Company Rule 10b5-1 Stock Repurchase Plan, may result in the price of shares of our common stock being higher than the price that otherwise might exist in the open market.

•Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.

Federal Income Tax Risks

•We will be subject to corporate-level U.S. federal income tax if we are unable to qualify as a RIC under Subchapter M of the Code.

•We may have difficulty paying the distributions required to maintain RIC tax treatment under the Code if we recognize income before or without receiving cash representing such income.

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Open Market Share Repurchase Program

Our board of directors authorized us to repurchase shares of our common stock through an open-market share repurchase program for up to $[ • ] million in the aggregate of shares of our common stock for a 12-month period following the consummation of this offering. Pursuant to such authorization and concurrently with the closing of this offering, we intend to enter into the Company Rule 10b5-1 Stock Repurchase Plan to acquire up to $[ • ] million in the aggregate of shares of our common stock, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act.

The Company Rule 10b5-1 Stock Repurchase Plan is intended to allow us to repurchase shares of our common stock at times when we otherwise might be prevented from doing so under insider trading laws. The Company Rule 10b5-1 Stock Repurchase Plan will require our agent to repurchase shares of common stock on our behalf when the market price per share of our common stock is below the most recently reported NAV per share of our common stock by certain pre-determined levels (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share). Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent may increase the volume of purchases made as the price of our common stock declines, subject to volume restrictions.

The repurchase of shares pursuant to the Company Rule 10b5-1 Stock Repurchase Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.

The Company Rule 10b5-1 Stock Repurchase Plan will commence beginning 60 calendar days following the end of the “restricted period” under Regulation M and terminate upon the earliest to occur of (i) 12 months from the date of commencement of the Company Rule 10b5-1 Stock Repurchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company Rule 10b5-1 Stock Repurchase Plan equals $[ • ] million and (iii) the occurrence of certain other events described in the Company Rule 10b5-1 Stock Repurchase Plan.

The “restricted period” under Regulation M will end upon the closing of this offering and, therefore, the common stock repurchases/purchases described above shall not begin prior to 60 days after the closing of this offering. Under Regulation M, the restricted period could end at a later date if the underwriters were to exercise the over-allotment option to purchase shares of our common stock in excess of their short position at the time that they complete their initial distribution of shares of our common stock. In such event, the restricted period would not end until the excess securities were distributed by the underwriters or placed in their investment accounts. However, the underwriters have agreed to only exercise their over-allotment options to cover their actual short positions, if any. Therefore, the restricted period under Regulation M will end on the closing of this offering.

Company Information

Our principal executive offices are located at 1300 Post Oak Boulevard, 8th Floor, Houston, Texas 77056. We maintain a website on the Internet at www.mscincomefund.com. We make available free of charge on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports and other public filings are also available free of charge on the EDGAR Database on the SEC’s website at www.sec.gov.

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THE OFFERING

Set forth below is additional information regarding the offering of our securities:


Common stock offered by us						shares (or shares if the underwriters exercise their option to purchase additional shares to cover over-allotments, if any, in full).
Common stock to be outstanding after this offering						shares (or shares if the underwriters exercise their option to purchase additional shares in full).
Use of proceeds						We estimate that the net proceeds from this offering (without exercise of the option to purchase additional shares and after deducting estimated expenses payable by us of approximately $ ) will be approximately $ , based on an offering price of $ per share. We intend to initially use all of the net proceeds from this offering to repay outstanding debt borrowed under our Credit Facilities (as defined below). However, through re-borrowing of the initial repayments under our Credit Facilities, we intend to make investments in accordance with our investment objective and strategies described in this prospectus and pay our operating expenses and other cash obligations. We also intend to use such re-borrowings for general corporate purposes. As of November 15, 2024, we had approximately $152.0 million outstanding under our senior secured revolving credit agreement dated March 6, 2017 (the “Corporate Facility”). Our Corporate Facility was scheduled to mature in March 2026 and was extended to May 2029, per an amendment executed on November 8, 2024. The amendment also extended the revolving period from September 2025 to November 2028 and reduced the interest rate, subject to our election, to (a) SOFR plus 2.05% or (b) the base rate plus 1.05%. Amounts repaid under our Corporate Facility will remain available for future borrowings. As of November 15, 2024, we had approximately $254.7 million outstanding under our special purpose vehicle revolving credit facility (as amended, the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”). Our SPV Facility matures in February 2028, unless extended, and bears interest at a per annum rate equal to the three-month SOFR in effect, plus the applicable margin of 3.00%. Amounts repaid under our SPV Facility will remain available for future borrowings. See “Use of Proceeds” below.
Proposed ticker symbol						We expect the shares to be approved for listing on The New York Stock Exchange, subject to notice of issuance, under the symbol “MSIF”.

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Dividends and distributions						We have paid, and intend to continue to pay, quarterly distributions to our stockholders out of assets legally available for distribution, as determined by our board of directors in its discretion and in accordance with the RIC requirements. Our dividends and other distributions, if any, will be determined by our board of directors from time to time. Our ability to declare dividends depends on our earnings, our overall financial condition (including our liquidity position), maintenance of our RIC status and such other factors as our board of directors may deem relevant from time to time. When we make distributions, we are required to determine the extent to which such distributions are paid out of current or accumulated earnings, recognized capital gains or capital. To the extent there is a return of capital (a distribution of the stockholders’ invested capital), investors will be required to reduce their basis in our stock for federal tax purposes. In the future, our distributions may include a return of capital.
Taxation						We have elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. Our taxable income includes the taxable income generated by us and certain of our subsidiaries. As a RIC, we generally will not pay corporate level U.S. federal income taxes on any net ordinary taxable income or capital gains that we distribute to our stockholders. We must generally distribute at least 90% of our “investment company taxable income” (which is generally our net ordinary taxable income and realized net short term capital gains in excess of realized net long term capital losses) and 90% of our tax-exempt income to maintain our 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 12 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.

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Leverage						We use borrowed funds, referred to as “leverage,” when we believe that the terms and conditions are favorable to long-term investing and well-aligned with our investment strategy and portfolio composition in an effort to increase returns to our stockholders. However, this strategy involves significant risks. With certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% immediately after each such borrowing. The amount of leverage that we employ will depend on our assessment of market and other factors at the time of any proposed borrowing. 2018 legislation modified the 1940 Act to allow a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio, or BDC asset coverage ratio, of 200% to a BDC asset coverage ratio of 150%, if certain requirements are met. Upon listing, we expect to seek the approval of our board of directors and/or stockholders to obtain access to the reduced 150% BDC asset coverage ratio for additional flexibility in our capital structure and operationally. Our investment strategy post-listing, which will be solely focused on our Private Loan investment strategy with respect to new platform investments, will provide the opportunity to support a higher overall leverage profile than our historical target of 0.85x – 0.95x.
Risk factors						Investing in our common stock involves risks. See “Risk Factors.”
Distribution Reinvestment Plan						We have adopted a distribution reinvestment plan (the “DRIP”) for our stockholders, which is an “opt out” DRIP and which will become effective upon the completion of this offering. Under this plan, if we declare a cash distribution to our stockholders, the amount of such distribution will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of the DRIP. If a stockholder opts out, that stockholder will receive cash distributions. Stockholders who receive distributions in the form of shares of common stock generally will be subject to the same U.S. federal, state and local tax consequences as stockholders who elect to receive their distributions in cash, but will not receive any corresponding cash distributions with which to pay any applicable taxes. For the avoidance of doubt, stockholders of the Company who did not elect to “opt in” to the DRIP in effect prior to the effective date of the “opt out” DRIP will be deemed to have made an election to “opt out” of our DRIP as of the effective date of the “opt out” DRIP and to continue to receive cash. See “Distribution Reinvestment Plan” for more information.

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Trading at a Discount						Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their NAV. We are not generally able to issue and sell our common stock at a price below our NAV per share unless we have stockholder approval. At a special meeting of stockholders held on [ • ], 2024, our stockholders authorized us, subject to approval of our board of directors, to sell or otherwise issue shares of our common stock during the next year at a price below our NAV per share, subject to certain conditions. The authorization is effective until [ • ], 2025. The risk that our shares may trade at a discount to our NAV is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our shares will trade above, at or below NAV. See “Risk Factors.”
Available Information						This prospectus constitutes part of a registration statement on Form N-2 that we have filed with the SEC under the Securities Act. This registration statement contains additional information about us and the shares of our common stock being offered by this prospectus. We also are required to file annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act with the SEC. This information is available on the SEC’s website at www.sec.gov.

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FINANCIAL HIGHLIGHTS

The following table of financial highlights is intended to help a prospective investor understand our financial performance for the periods shown. The financial data set forth in the following table as of and for each of the fiscal years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014 are derived from our consolidated financial statements, but have been adjusted by management to give effect, on a retrospective basis, to the Reverse Stock Split effected on [ • ], 2024. The financial data set forth in the following table as of and for each of the fiscal years ended December 31, 2023, 2022, 2021, 2020 and 2019, and prior to management’s adjustments to give effect, on a retrospective basis, to the Reverse Stock Split, have been audited by Grant Thornton LLP, an independent registered public accounting firm whose reports thereon are included in this prospectus. The financial data set forth in the following table as of and for the nine months ended September 30, 2024 and 2023 have been derived from unaudited financial data, but in the opinion of our management, reflects all adjustments (consisting only of normal recurring adjustments and adjustments necessary to give effect, on a retrospective basis, to the Reverse Stock Split) that are necessary to present fairly the results for such interim periods.


	Year Ended December 31,
Per Share Data (7):	2023		2022		2021		2020		2019
NAV at the beginning of the period	$	15.22	$	15.36	$	14.56	$	15.54	$	15.92
Net investment income (1)(6)	1.44		1.32		1.34		1.18		1.42
Net realized loss (1)(2)	(0.84)		(0.10)		(0.08)		(1.32)		(0.46)
Net unrealized appreciation (depreciation) (1)(2)	1.16		(0.04)		0.62		(0.06)		0.08
Income tax provision (1)(2)	(0.10)		(0.04)		(0.04)		(0.03)		(0.02)
Net increase (decrease) in net assets resulting from operations (1)	1.66		1.14		1.84		(0.23)		1.02
Dividends paid from net investment income	(1.40)		(1.30)		(1.06)		(0.70)		(1.35)
Distributions paid from capital gains	—		—		—		—		(0.05)
Distributions paid or accrued (3)	(1.40)		(1.30)		(1.06)		(0.70)		(1.40)

Accretive effect of stock repurchases (repurchasing shares below NAV) (4)	0.06		—		—		—		—
Other (5)(6)	—		0.02		0.02		(0.05)		—
NAV at the end of the period	$	15.54	$	15.22	$	15.36	$	14.56	$	15.54
Shares outstanding at the end of the period	40,054,432		40,053,000		39,913,303		39,804,152		39,231,689


	Year Ended December 31,
Per Share Data (7):	2018		2017		2016		2015		2014
NAV at the beginning of the period	$	16.30	$	16.30	$	15.76	$	16.80	$	17.82
Net investment income (1)	1.48		1.46		1.40		1.50		1.32
Net realized gain (loss) (1)(2)	(0.46)		(0.06)		(0.58)		(0.22)		0.08
Net unrealized appreciation (depreciation) (1)(2)	—		(0.04)		1.12		(1.56)		(1.78)
Income tax provision (1)(2)	—		—		—		—		—
Net increase (decrease) in net assets resulting from operations (1)	1.02		1.36		1.94		(0.28)		(0.38)
Dividends paid from net investment income	(1.40)		(1.40)		(1.40)		(1.40)		(1.40)
Distributions paid from capital gains	—		—		—		—		—
Distributions paid or accrued (3)	(1.40)		(1.40)		(1.40)		(1.40)		(1.40)

Accretive effect of stock repurchases (repurchasing shares below NAV) (4)	—		—		—		—		—
Other (5)	—		0.04		—		0.64		0.76
NAV at the end of the period	$	15.92	$	16.30	$	16.30	$	15.76	$	16.80
Shares outstanding at the end of the period	39,292,412		39,755,866		36,691,486		31,191,022		15,483,560

_____________________________

(1)Based on weighted-average number of common shares outstanding for the period.

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(2)Net realized gains or losses, net unrealized appreciation or depreciation and income tax provision or benefit can fluctuate significantly from period to period.

(3)Represents stockholder distributions paid or accrued for the period.

(4)Shares repurchased in connection with the modified Dutch auction tender offers. See Note H — Share Repurchases in the consolidated financial statements for the year ended December 31, 2023 in this prospectus for additional information.

(5)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.

(6)Reclassifications have been made to certain prior year per share data. The 2020 “Other” and 2019 “Net investment income” per share amounts have been adjusted to reflect the income tax provision effect separately rather than as a component of these values.

(7)Per share data and shares outstanding have been adjusted for the periods shown to reflect the Reverse Stock Split effected on [ • ], 2024 on a retrospective basis.


	Year Ended December 31,
	2023			2022			2021			2020			2019
	(dollars in thousands)
NAV at end of period	$	622,307		$	609,665		$	613,170		$	579,624		$	609,305
Average NAV	$	613,525		$	611,214		$	593,440		$	557,382		$	622,708
Average outstanding debt	$	487,271		$	494,957		$	321,973		$	386,084		$	474,000

Ratio of total expenses, including income tax expense, to average NAV(1)(2)(4)	12.63		%	8.60		%	6.51		%	7.38		%	9.11		%
Ratio of operating expenses to average NAV(2)(4)	12.02		%	8.33		%	6.20		%	7.16		%	9.11		%
Ratio of operating expenses, excluding interest expense, to average NAV(2)(4)	6.07		%	4.33		%	3.76		%	4.07		%	4.86		%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)(4)	4.02		%	3.98		%	3.66		%	4.07		%	4.22		%
Ratio of net investment income to average NAV(4)	9.40		%	8.65		%	8.99		%	8.40		%	8.84		%
Portfolio turnover ratio	21.82		%	18.92		%	35.39		%	8.93		%	33.30		%
Total return based on change in NAV(3)(4)	10.86		%	7.43		%	12.71		%	(1.80)		%	6.41		%


	Year Ended December 31,
	2018			2017			2016			2015			2014
	(dollars in thousands)
NAV at end of period	$	625,366		$	647,789		$	597,833		$	491,652		$	260,063
Average NAV	$	642,625		$	629,775		$	535,175		$	400,045		$	142,603
Average outstanding debt	$	482,200		$	427,200		$	396,000		$	304,973		$	89,846

Ratio of total expenses, including income tax expense, to average NAV(1)(2)(4)	9.11		%	7.88		%	7.56		%	8.27		%	8.33		%
Ratio of operating expenses to average NAV(2)(4)	8.95		%	7.78		%	7.50		%	8.24		%	8.33		%
Ratio of operating expenses, excluding interest expense, to average NAV(2)(4)	5.09		%	4.87		%	4.69		%	5.45		%	6.00		%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)(4)	4.57		%	4.61		%	4.68		%	4.91		%	5.68		%
Ratio of net investment income to average NAV(4)	9.16		%	9.01		%	8.91		%	9.01		%	7.47		%
Portfolio turnover ratio	45.06		%	50.66		%	39.01		%	24.23		%	38.39		%
Total return based on change in NAV(3)(4)	6.26		%	8.59		%	12.31		%	2.14		%	2.13		%

_____________________________

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(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)Unless otherwise noted, operating expenses include interest, management fees, incentive fees and general and administrative expenses.

(3)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.

(4)Net of expense waivers of $8.3 million, $4.5 million, $4.3 million, $3.6 million, $3.1 million, $6.0 million, $4.6 million, $4.0 million, $4.6 million and $4.1 million in 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015 and 2014 respectively. Excluding these expense waivers, the expense and income ratios are as follows:


	Year Ended December 31,
	2023		2022		2021		2020		2019
Ratio of total expenses, including income tax expense, to average NAV(1)(2)	13.98	%	9.33	%	7.24	%	8.11	%	9.84	%
Ratio of operating expenses to average NAV(2)	13.37	%	9.06	%	6.92	%	7.89	%	9.84	%
Ratio of operating expenses, excluding interest expense, to average NAV(2)	7.43	%	5.07	%	4.49	%	4.80	%	5.58	%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)	5.38	%	4.72	%	4.39	%	4.80	%	4.95	%
Ratio of net investment income to average NAV	8.05	%	7.90	%	8.26	%	7.67	%	8.11	%


	Year Ended December 31,
	2018		2017		2016		2015		2014
Ratio of total expenses, including income tax expense, to average NAV(1)(2)	9.13	%	7.89	%	7.57	%	8.29	%	8.38	%
Ratio of operating expenses to average NAV(2)	8.97	%	7.79	%	7.51	%	8.26	%	8.39	%
Ratio of operating expenses, excluding interest expense, to average NAV(2)	5.10	%	4.88	%	4.69	%	5.46	%	6.04	%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)	4.58	%	4.61	%	4.69	%	4.93	%	5.72	%
Ratio of net investment income to average NAV	8.25	%	8.28	%	8.48	%	7.98	%	4.79	%

_____________________________

See footnotes (1), (2), (3) and (4) immediately prior to this table.

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Interim results at and for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus.


	Nine Months Ended September 30,
Per Share Data (7):	2024		2023
NAV as of the beginning of the period	$	15.54	$	15.22
Net investment income (1)	1.08		1.06
Net realized gain (loss) (1)(2)	0.60		(0.62)
Net unrealized appreciation (depreciation) (1)(2)	(0.62)		0.76
Income tax provision (1)(2)	(0.16)		(0.08)
Net increase in net assets resulting from operations (1)	0.90		1.12
Dividends paid from net investment income (6)	(0.74)		(1.06)
Distributions paid from capital gains (6)	(0.34)		—
Distributions paid or accrued (3)(6)	(1.08)		(1.06)

Accretive effect of stock repurchases (repurchasing shares below NAV per share) (4)	0.02		0.04
Other (5)	—		0.02
NAV as of the end of the period	$	15.38	$	15.34
Shares outstanding as of the end of the period	40,217,446		40,006,974

_____________________________

(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 tax provision or benefit can fluctuate significantly from period to period.

(3)Represents stockholder distributions paid or accrued for the period.

(4)Shares repurchased in connection with Dutch auction tender offers. See Note G — Share Repurchases in the consolidated financial statements for the nine months ended September 30, 2024 in this prospectus for additional information.

(6)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. As a result, the character of MSIF’s dividends and distributions for each period is also an estimate. Therefore, the final character of MSIF’s dividends and distributions may be different than this estimate.

(7)Per share data and shares outstanding have been adjusted for the periods shown to reflect the Reverse Stock Split effected on [ • ], 2024 on a retrospective basis.

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	Nine Months Ended September 30,
	2024			2023
	(dollars in thousands)
NAV as of the end of the period	$	618,485		$	613,569
Average NAV	$	620,622		$	611,329
Average outstanding debt	$	512,088		$	482,021

Ratios to average NAV:
Ratio of total expenses, including income tax provision, to average NAV(1)(2)(3)(5)	10.38		%	9.35		%
Ratio of operating expenses to average NAV(2)(3)(5)	9.39		%	8.83		%
Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)(5)	4.64		%	4.48		%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)(3)(5)	3.13		%	3.03		%
Ratio of net investment income to average NAV(2)(5)	6.94		%	6.97		%
Portfolio turnover ratio(2)	18.54		%	12.32		%
Total return based on change in NAV(2)(4)	6.41		%	7.36		%

_____________________________

(1)Total expenses are the sum of operating expenses and net income tax provision. Net income tax provision includes the accrual of net deferred tax provision relating to the net unrealized appreciation or depreciation on portfolio investments held in 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 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, incentive 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 $6.7 million and $6.3 million for the nine months ended September 30, 2024 and 2023, respectively. Excluding these expense waivers, the expense and income ratios are as follows:


	Nine Months Ended September 30,
	2024		2023

Ratio of total expenses, including income tax provision, to average NAV(1)(2)(3)	11.49	%	10.39	%
Ratio of operating expenses to average NAV(2)(3)	10.49	%	9.87	%
Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)	5.73	%	5.52	%
Ratio of operating expenses, excluding interest expense and incentive fees, to average NAV(2)(3)	4.22	%	4.06	%
Ratio of net investment income to average NAV(2)	5.88	%	5.95	%

_____________________________

See footnotes (1), (2) and (3) immediately prior to this table.

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in this offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The expenses shown in the table under “annual expenses” are based on estimated amounts for our current fiscal year and assume that we issue shares of our common stock in the offering, based on an offering price equal to $ per share. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us” or “MSC Income Fund,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in us.


Stockholder Transaction Expenses (as a percentage of offering price):
Sales load (as a percentage of offering price)	[ • ]	%(1)
Offering expenses (as a percentage of offering price)	[ • ]	%(2)
Distribution reinvestment plan expenses	—	%(3)
Total stockholder transaction expenses (as a percentage of offering price)	[ • ]	%
Estimated Annual Expenses of the Company (as a percentage of net assets attributable to common stock as of September 30, 2024):
Base management fees	[ • ]	%(4)(5)
Incentive fees - subordinated incentive fee on income	[ • ]	%(5)
Incentive fees - capital gains incentive fee	[ • ]	%
Interest payments on borrowed funds	[ • ]	%(6)
Other expenses	[ • ]	%(7)
Income tax expense	[ • ]	%(8)
Acquired fund fees and expenses	[ • ]	%(9)
Total annual expenses	[ • ]	%(10)

_____________________________

(1)The underwriting discount and commission with respect to shares of common stock sold in this offering, which is a one-time fee paid to the underwriters, is the only sales load paid in connection with this offering.

(2)Amount reflects estimated offering expenses of approximately $[ • ] million.

(3)The expenses of administering our DRIP are included in “other expenses” in the table above.

(4)The base management fee is calculated at an annual rate of 1.5% of the average value of our total assets.

(5)Refer to “Management Agreements” below for a description of the structure and calculation of the management fees and incentive fees under the New Investment Advisory Agreement.

(6)Interest payments on borrowed funds represent our estimated annual interest payments on borrowed funds based on current debt levels as adjusted for projected increases (but not decreases) in debt levels over the next twelve months.

(7)Other expenses in this table represent the estimated expenses of MSC Income Fund for the current fiscal year.

(8)Income tax expense relates to the accrual of (a) deferred tax provision (benefit) primarily related to loss carryforwards, timing differences in net unrealized appreciation or depreciation and other temporary book-tax differences from our portfolio investments held in our taxable subsidiaries and (b) excise, state and other taxes. Deferred taxes are non-cash in nature and may vary significantly from period to period. We are required to include deferred taxes in calculating our annual expenses even though deferred taxes are not currently payable or receivable. Due to the variable nature of deferred tax expense, which can be a large portion of the income tax expense, and the difficulty in providing an estimate for future periods, this income tax expense estimate is based upon the actual amount of income tax expense for the year ended December 31, 2023.

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(9)Acquired fund fees and expenses represent the estimated indirect expense incurred due to investments in other investment companies and private funds.

(10)The holders of shares of our common stock indirectly bear the cost associated with our annual expenses.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above except for the incentive fee, which has been modified for the assumed 5% annual return instead of the actual historical returns, and that stockholders pay stockholder transaction expenses of [•]% with respect to common stock sold by us in this offering.

1 Year

3 Years

5 Years

10 Years

You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return (none of which is subject to the incentive fee on capital gains)

$[ • ]

You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return resulting entirely from realized capital gains (all of which is subject to the incentive fee on capital gains)

$[ • ]

This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. The subordinated incentive fee on income under the New Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example. The example assumes inclusion of offering expenses of approximately $[•] million and reinvestment of all distributions at net asset value. In addition, while the example assumes reinvestment of all dividends at net asset value, participants in our DRIP will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by (i) the closing sales price per share of our common stock reported on the New York Stock Exchange on the trading day immediately preceding the applicable distribution payment date (or, if no sale is reported for such date, at the average of their reported bid and asked prices) in the event that we use newly issued shares to satisfy the share requirements of the DRIP or (ii) the weighted average purchase price paid per share of all shares of common stock purchased by the plan administrator in connection with such purchases in the event that shares are purchased in the open market to satisfy the share requirements of the DRIP. See “Distribution Reinvestment Plan” for more information.

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RISK FACTORS

Investing in our securities, including shares of our common stock, involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described below, together with other information in this prospectus. The risks described in this prospectus are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or impair our operations and performance. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be materially and adversely affected. This could cause our net asset value and the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Cautionary Statement Concerning Forward-Looking Statements.”

RISKS RELATED TO OUR BUSINESS AND STRUCTURE

Because our investments are recorded at fair value, there is and will continue to be uncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by us pursuant to procedures established and overseen by our board of directors. Typically, there is not a public market for the securities of the privately held companies in which we invest. As a result, we value these securities quarterly at fair value based on inputs from management and a nationally recognized independent financial advisory services firm (on a rotational basis) pursuant to valuation procedures approved by our board of directors (the “Valuation Procedures”).

The determination of fair value and consequently, the amount of unrealized gains and losses in our portfolio, are to a certain degree, subjective and dependent on a valuation process approved by our board of directors. Certain factors that may be considered in determining the fair value of our investments include external events, such as private mergers, sales and acquisitions involving comparable companies. Because such valuations, and particularly valuations of securities in privately held companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty, our fair value determinations may cause our NAV on a given date to materially understate or overstate the value that we may ultimately realize on one or more of our investments. As a result, investors purchasing our securities based on an overstated NAV would pay a higher price than the value of our investments might warrant. Conversely, investors selling our securities during a period in which the NAV understates the value of our investments may receive a lower price for their securities than the value of our investments might warrant.

Our financial condition and results of operations depends on our Adviser’s ability to effectively manage and deploy capital.

Our ability to achieve our investment objective depends on our Adviser’s ability to effectively manage and deploy capital, which depends, in turn, on our Adviser’s investment team’s ability to identify, evaluate and monitor, and our ability to finance and invest in, companies that meet our investment criteria.

Accomplishing our investment objective on a cost-effective basis is largely a function of our investment team’s handling of the investment process, its ability to provide competent, attentive and efficient services and our access to investments offering acceptable terms. In addition to monitoring the performance of our existing investments, members of our investment team are also called upon, from time to time, to provide managerial assistance to some of our portfolio companies. These demands on their time may distract them or slow the rate of investment.

Even if we are able to grow and build upon our investment operations, any failure to manage our growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. The results of our operations will depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term funding alternatives in the financial markets and economic conditions. Furthermore, if our Adviser cannot successfully operate our business or implement our investment policies and strategies as described herein, it could negatively impact our ability to pay dividends.

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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.

To the extent we borrow money or issue debt securities or preferred stock to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. In addition, many of our debt investments and borrowings have floating interest rates that reset on a periodic basis, and many of our investments are subject to interest rate floors. As a result, a change in market interest rates could have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds will increase because the interest rates on the amounts borrowed under our credit facilities are floating, and any new fixed rate debt may be issued at higher coupon rates, which could reduce our net investment income to the extent any debt investments have either fixed interest rates, or in periods when debt investments with floating interest rates are subject to an interest rate floor above then current levels. In periods of declining interest rates, our interest income and our net investment income could be reduced as the interest income earned on our floating rate debt investments declines and any new fixed rate debt may be issued at lower coupon rates.

We can use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques could include various interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities could limit our ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

An increase in the market pricing of the spreads charged over index rates on floating rate investments could lead to a decline in the fair value of the debt securities we own, which would adversely affect our NAV. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividends, which could reduce the value of our common stock.

We face increasing competition for investment opportunities.

We compete for investments with other investment funds (including private equity funds, debt funds, mezzanine funds, collateralized loan obligation funds and BDCs), as well as traditional financial services companies such as commercial banks and other sources of funding. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we are forced to match our competitors’ pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant increase in the number and/or the size of our competitors in our target market could force us to accept less attractive investment terms. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC.

We are dependent upon our Adviser’s key investment personnel for our future success.

We depend on the members of our Adviser’s investment team, particularly Dwayne L. Hyzak, David L. Magdol, Jesse E. Morris, Jaime Arreola, K. Colton Braud, III, Damian T. Burke, Samuel A. Cashiola, Diego Fernandez and Nicholas T. Meserve for the identification, review, final selection, structuring, closing and monitoring of our investments. These individuals have significant investment expertise and relationships that we rely on to implement our business plan. Although these executive officers and other key personnel have entered into non-compete arrangements with our Adviser or an affiliate of our Adviser, we cannot guarantee that any of these individuals will remain available to us. If we lose the services of the individuals mentioned above, we may not be able to operate our business as we expect, and our ability to compete could be harmed, which could cause our operating results to suffer.

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The Adviser is dependent upon key investment personnel and resources provided to it by Main Street under a sharing agreement.

Main Street and the Adviser have entered into a sharing agreement pursuant to which Main Street provides the Adviser with investment professionals and access to its resources. Because the Adviser does not have any employees, it depends solely on the investment professionals provided to it by Main Street pursuant to the sharing agreement for its infrastructure, business relationships and management expertise in connection with its provision of investment advisory services to us. The Adviser depends on the investment professionals provided to it by Main Street under the sharing agreement, particularly Dwayne L. Hyzak, David L. Magdol, Jesse E. Morris, Jaime Arreola, K. Colton Braud, III, Damian T. Burke, Samuel A. Cashiola, Diego Fernandez and Nicholas T. Meserve, for the identification, review, final selection, structuring, closing and monitoring of our investments. These individuals have significant investment expertise and relationships that the Adviser relies on to implement its and our business plan. We cannot guarantee that any of these individuals will remain available to the Adviser. If the Adviser loses the services of the individuals mentioned above, it and we may not be able to operate our respective businesses as we expect, and our ability to compete could be harmed, which could cause our operating results to suffer.

Our success depends on our Adviser’s ability to attract and retain qualified personnel in a competitive environment.

Our growth will require that our Adviser is able to retain new investment and administrative personnel in a competitive market. Our Adviser’s ability to attract and retain personnel with the requisite credentials, experience and skills depends on several factors including, but not limited to, our ability to offer competitive wages, benefits and professional growth opportunities. Many of the entities, including investment funds (such as private equity funds, debt funds and mezzanine funds) and traditional financial services companies, with which our Adviser competes for experienced personnel have greater resources than our Adviser has. The inability of our Adviser to attract and retain experienced personnel would have a material adverse effect on our business.

We may not replicate the historical results achieved by Main Street or by other entities managed by our Adviser.

Although our investments partly overlap with investments made by Main Street, the parent company of our Adviser, we cannot assure stockholders that we will be able to replicate the historical results achieved by Main Street or other investment funds or clients managed by our Adviser. Because of the differences in our investment strategy, business structure and portfolio composition, our investment returns could be substantially lower than the returns achieved by Main Street or other investment funds or clients managed by our Adviser in prior periods. Additionally, all or a portion of the prior results may have been achieved in particular market conditions that may never be repeated. Moreover, current or future market volatility and regulatory uncertainty may have an adverse impact on our future performance.

Our business model depends to a significant extent upon strong referral relationships.

We expect that members of our Adviser’s management team will maintain their relationships with intermediaries, financial institutions, investment bankers, commercial bankers, financial advisors, attorneys, accountants, consultants and other individuals within our network, and we will rely to a significant extent upon these relationships to provide us with potential investment opportunities. If our Adviser’s management team fails to maintain its existing relationships or develop new relationships with sources of investment opportunities, we will not be able to grow our Investment Portfolio. In addition, individuals with whom members of our Adviser’s management team have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.

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Our board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.

Our board of directors has the authority, except as otherwise provided in the 1940 Act, to modify or waive our investment objective, current operating policies, investment criteria and strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be regulated as, or withdraw our election as, a BDC. We cannot predict the effect any changes to our investment objective, current operating policies, investment criteria and strategies would have on our business, NAV, operating results and value of our stock. However, the effects might be material and adverse, which could negatively affect our business and impair our ability to pay interest and principal payments to holders of our debt instruments and to make distributions to our stockholders and cause our investors to lose all or part of their investment in us.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Under the 1940 Act, a “diversified” investment company is required to invest at least 75% of the value of its total assets in cash and cash items, government securities, securities of other investment companies and other securities limited in respect of any one issuer to an amount not greater than 5% of the value of the total assets of such company and no more than 10% of the outstanding voting securities of such issuer. As a non-diversified investment company, we are not subject to this requirement. To the extent that we assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our RIC asset diversification requirements and any requirements under our financing arrangements, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies. Although we have historically operated as a non-diversified investment company within the meaning of the 1940 Act, our investment portfolio may, from time to time, be compromised of assets that could permit us to qualify as a “diversified” investment company under the 1940 Act. To the extent that we operate as a non-diversified investment company, we may be subject to greater risk.

We and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.

Cash held by us and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our and our portfolio companies’ business, financial condition, results of operations and prospects.

Although we assess our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us or our portfolio companies, the financial institutions with which we or our portfolio companies have arrangements directly or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.

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In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us or our portfolio companies to acquire financing on acceptable terms or at all.

We are subject to risks related to corporate social responsibility.

Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our brand and reputation if we or our Adviser fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, support for local communities, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.

Our bylaws include an exclusive forum selection provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other agents.

Our bylaws provides that, unless we consent in writing to the selection of a different forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be, except for any claims made under the federal U.S. securities laws, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of any duty owed by a director or officer or other employee of the Company to the Company or to the stockholders of the Company, (c) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Maryland General Corporation Law, our Articles of Incorporation or our bylaws, or (d) any action asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine. Such provision does not apply to any claims, suits, actions or proceedings arising under the federal securities laws. This provision may increase costs for shareholders in bringing a claim against us or our directors, officers or other agents. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed, to the fullest extent permitted by law, to have notice of and consented to these exclusive forum provisions. The exclusive forum selection provision in our bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other agents, which may discourage lawsuits against us and such persons. It is also possible that, notwithstanding such exclusive forum selection provision, a court could rule that such provision is inapplicable or unenforceable. If this occurred, we may incur additional costs associated with resolving such action in another forum, which could materially adversely affect our business, financial condition and results of operations.

RISKS RELATED TO OUR INVESTMENTS

The types of portfolio companies in which we invest involve significant risks and we could lose all or part of our investment.

Investing in the types of companies that comprise our portfolio companies exposes us to a number of significant risks. Among other things, these companies:

•may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of our investments;

•may have shorter operating histories, narrower product lines, smaller market shares and/or significant customer concentrations than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

•are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation, termination or significant under-performance of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

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•generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and

•generally have less publicly available information about their businesses, operations and financial condition. We are required to rely on the ability of our Adviser to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose all or part of our investment.

In addition, certain of our officers and directors or officers and directors of our Adviser may serve as directors on the boards of our portfolio companies. To the extent that litigation arises out of our investments in these companies, our officers and directors or officers and directors of our Adviser may be named as defendants in such litigation, which could result in an expenditure of funds (through our indemnification of such officers and directors) and the diversion of management time and resources.

Economic recessions or downturns could impair our portfolio companies’ performance and defaults by our portfolio companies will harm our operating results.

Many of our portfolio companies are susceptible to economic slowdowns or recessions and could be unable to repay our loans during these periods. Therefore, the number of non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions could decrease the value of collateral securing any of our loans and the value of any equity investments. A severe recession could further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from maintaining or increasing the level of our investments and harm our operating results.

Any deterioration of general economic conditions could lead to significant declines in corporate earnings or loan performance, and the ability of corporate borrowers to service their debt, any of which could trigger a period of global economic slowdown, and have an adverse impact on our performance and financial results, and the value and the liquidity of our investments. In an economic downturn, we could have non-performing assets or an increase in non-performing assets, and we would anticipate that the value of our portfolio would decrease during these periods. Failure to satisfy financial or operating covenants imposed by lenders, including us, to a portfolio company could lead to defaults and, potentially, acceleration of payments on such loans and foreclosure on the assets representing collateral for the portfolio company’s obligations. Cross default provisions under other agreements could be triggered and thus limit the portfolio company’s ability to satisfy its obligations under any debt that we hold and affect the value of any securities we own. We would expect to incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a portfolio company following or in anticipation of a default.

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Rising credit spreads could affect the value of our investments, and rising interest rates make it more difficult for portfolio companies to make periodic payments on their loans.

Some of our portfolio investments are debt securities that bear interest at variable rates and may be negatively affected by changes in market interest rates. Rising interest rates make it more difficult for borrowers to repay debt, which could increase the risk of payment defaults and cause the portfolio companies to defer or cancel needed investment. Any failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows. The value of our securities could also be reduced from an increase in market credit spreads as rates available to investors could make an investment in our securities, including shares of our common stock, less attractive than alternative investments.

Conversely, decreases in market interest rates could negatively impact the interest income from our variable rate debt investments while the interest we pay on our fixed rate debt securities does not change. A decrease in market interest rates may also have an adverse impact on our returns by requiring us to accept lower yields on our debt investments and by increasing the risk that our portfolio companies will prepay our debt investments, resulting in the need to redeploy capital at potentially lower rates.

Inflation could adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies are in industries that could be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay dividends on our equity investments and/or interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net increase (decrease) in net assets resulting from operations.

We may be exposed to higher risks with respect to our investments that include original issue discount or PIK interest.

Our investments may include original issue discount and contractual PIK interest, which represents contractual interest added to a loan balance and due at the end of such loan’s term. To the extent original issue discount or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:

•original issue discount and PIK instruments may have higher yields, which reflect the payment deferral and credit risk associated with these instruments;

•cash distributions paid to investors representing original issue discount income may be effectively paid from offering proceeds or borrowings during any given period; thus, although the source for the cash used to pay a distribution of original issue discount income may come from the cash invested by investors, or our borrowings, the 1940 Act does not require that investors be given notice of this fact;

•original issue discount and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral; and

•original issue discount and PIK instruments may represent a higher credit risk than coupon loans; even if the conditions for income accrual under the generally accepted accounting principles in the United States of America (“U.S. GAAP”) are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan.

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The lack of liquidity in our investments may adversely affect our business.

We generally invest in companies whose securities are not publicly traded and whose securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. The illiquidity of most of our investments may make it difficult for us to dispose of them at a favorable price and, as a result, we may suffer losses.

We may not have the funds or ability to make additional investments in our portfolio companies.

We may not have the funds or ability to make additional investments in our portfolio companies. After our initial investment in a portfolio company, we may be called upon from time to time to provide additional funds to such company or have the opportunity to increase our investment through the extension of additional loans, the exercise of a warrant to purchase equity securities, or the funding of additional equity investments. There is no assurance that we will make, or will have sufficient funds to make, follow-on investments. Any decisions not to make a follow-on investment or any inability on our part to make such an investment may have a negative impact on a portfolio company in need of such an investment, may result in a missed opportunity for us to increase our participation in a successful operation, may reduce our ability to protect an existing investment or may reduce the expected yield on the investment.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Even if our investment is structured as a senior-secured loan, principles of equitable subordination, as defined by existing case law, could lead a bankruptcy court to subordinate all or a portion of our claim to that of other creditors and transfer any lien securing such subordinated claim to the bankruptcy estate. The principles of equitable subordination defined by case law have generally indicated that a claim may be subordinated only if its holder is guilty of misconduct or where the senior loan is re-characterized as an equity investment and the senior lender has actually provided significant managerial assistance to the bankrupt debtor. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender liability claim, including as a result of actions taken in rendering significant managerial assistance or actions to compel and collect payments from the borrower outside the ordinary course of business.

We generally will not control our portfolio companies.

We do not, and do not expect to, control the decision making in many of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest will make business decisions with which we disagree and the management of such company will take risks or otherwise act in ways that do not serve our interests as debt investors or minority equity holders. Due to the lack of liquidity for our investments in non-traded companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that would decrease the value of our portfolio holdings.

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Defaults by our portfolio companies will harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to non-payment of interest and other defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.

Any unrealized depreciation that we experience in our portfolio may be an indication of future realized losses, which could reduce our income and gains available for distribution.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in accordance with our Valuation Procedures adopted pursuant to Rule 2a-5 under the 1940 Act. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized depreciation in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to affected loans or a potential impairment of the value of affected equity investments. This could result in realized losses in the future and ultimately in reductions of our income and gains available for distribution in future periods.

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our securities.

We may be subject to risks associated with “covenant-lite” loans.

Some of the loans in which we invest may be “covenant-lite” loans, which means the loans contain fewer maintenance covenants than other loans (in some cases, none) and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. To the extent we invest in covenant-lite loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in loans with finance maintenance covenants.

We may not realize gains from our equity investments.

Certain investments that we have made in the past and may make in the future include warrants or other equity securities. Investments in equity securities involve a number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities involve special risks, such as the risk of deferred distributions, credit risk, illiquidity and limited voting rights. In addition, we may from time to time make non-control, equity investments in portfolio companies. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, these equity interests may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We often seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer; however, we may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress.

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Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy contemplates potential investments in debt securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in securities of U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

Although most of our investments will be U.S. dollar denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments.

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.

Borrowings, also known as leverage, magnify the potential for loss on investments in our indebtedness and gain or loss on investments in our equity capital. As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities. Accordingly, any event that adversely affects the value of an investment would be magnified to the extent we use leverage. Such events could result in a substantial loss to us, which would be greater than if leverage had not been used. In addition, our investment objectives are dependent on the continued availability of leverage at attractive relative interest rates.

We or our wholly-owned subsidiaries may also borrow from banks and other lenders and may issue debt securities or enter into other types of borrowing arrangements in the future. Lenders of these senior securities will have fixed dollar claims on our or our subsidiaries’ assets that are superior to the claims of equity holders, and we would expect such lenders to seek recovery against our or our subsidiaries’ assets in the event of a default. We have the ability to pledge up to 100% of our assets and can grant a security interest in all of our assets under the terms of any debt instruments we could enter into with lenders. The terms of our and our wholly-owned subsidiary’s existing indebtedness require compliance with certain financial and operational covenants, and we expect similar covenants in future debt instruments. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we or any of our subsidiaries enter into, in the event of a default, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses.

If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any decrease in our income would cause net investment income to decline more sharply than it would have had we not leveraged our business. Such a decline could negatively affect our ability to pay common stock dividends, scheduled debt payments or other payments related to our securities.

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Illustration: The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below.


Assumed Return on Our Portfolio(1) (net of expenses)	(10.0)%	(5.0)%	0.0%	5.0%	10.0%
Corresponding Net Return to Common Stock Holder(2)	(26.0)%	(16.1)%	(6.2)%	3.8%	13.7%

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(1)Assumes, as of September 30, 2024, $1,227.3 million in total assets, $556.7 million in debt outstanding, $618.5 million in net assets and a weighted-average interest rate of 6.8%. Actual interest payments may be different.

(2)In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our September 30, 2024 total assets of at least 3.1%.

Our ability to achieve our investment objective may depend in part on our ability to access additional leverage on favorable terms and there can be no assurance that such additional leverage can in fact be achieved. If we are unable to obtain leverage or if the interest rates of such leverage are not attractive, we could experience diminished returns. The number of leverage providers and the total amount of financing available could decrease or remain static.

Substantially all of our assets are subject to security interests under our senior securities and if we default on our obligations under our senior securities, we may suffer adverse consequences, including foreclosure on our assets.

Substantially all of our assets are currently pledged as collateral under our credit facilities. If we default on our obligations under our credit facilities, our lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claim. In such event, we may be forced to sell our investments to raise funds to repay our outstanding borrowings in order to avoid foreclosure and these forced sales may be at times and at prices we would not consider advantageous. Moreover, such deleveraging of our company could significantly impair our ability to effectively operate our business in the manner in which we have historically operated. As a result, we could be forced to curtail or cease new investment activities and lower or eliminate the dividends that we have historically paid to our stockholders. In addition, if the lenders exercise their right to sell the assets pledged under our credit facilities, such sales may be completed at distressed sale prices, thereby diminishing or potentially eliminating the amount of cash available to us after repayment of the amounts of outstanding borrowings.

If our operating performance declines and we are not able to generate sufficient cash flow to service our debt obligations, we may in the future need to refinance or restructure our debt, sell assets, reduce or delay capital investments, seek to raise additional capital or seek to obtain waivers from the required lenders under our debt obligations to avoid being in default. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under our debt obligations. If we breach our covenants under our debt obligations and seek a waiver, we may not be able to obtain a waiver from the required lenders or debt holders. If this occurs, we would be in default under our debt obligations, the lenders or debt holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations could proceed against the collateral securing the debt. Because certain of our debt obligations have customary cross-default provisions, if the indebtedness under our debt obligations is accelerated, we may be unable to repay or finance the amounts due.

We are subject to risks associated with any revolving credit facility that utilizes a structured subsidiary as our interests in any structured subsidiary are subordinated and we could be prevented from receiving cash on our equity interests from a structured subsidiary.

We own directly or indirectly 100% of the equity interests in MSIF Funding, LLC (“MSIF Funding”), a special purpose structured subsidiary (the “Structured Subsidiary”) utilized in our senior secured special purpose vehicle revolving credit facility (the “SPV Facility”). We consolidate the financial statements of MSIF Funding in our consolidated financial statements and treat the indebtedness under the SPV Facility as our leverage. Our interest in MSIF Funding is subordinated in priority of payment to every other obligation of MSIF Funding and is subject to certain payment restrictions set forth in the SPV Facility.

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We receive cash from MSIF Funding only to the extent that we receive distributions on our equity interests therein. MSIF Funding could make distributions on its equity interests only to the extent permitted by the payment priority provisions of the SPV Facility. The SPV Facility generally provides that payments on the respective interests could not be made on any payment date unless all amounts owing to the lenders and other secured parties are paid in full. In addition, if MSIF Funding does not meet the leverage and borrowing base requirements set forth in the agreement governing the SPV Facility, a default could occur. In the event of a default under the SPV Facility credit agreement, cash would be diverted from us to pay the applicable lenders and other secured parties in amounts sufficient to cause such tests to be satisfied. In the event that we fail to receive cash from MSIF Funding, we could be unable to make distributions to our stockholders in amounts sufficient to maintain our status as a RIC, or at all. We also could be forced to sell investments in portfolio companies at less than their fair value in order to continue making such distributions. We cannot assure you that distributions on the assets held by MSIF Funding will be sufficient to make any distributions to us or that such distributions will meet our expectations.

Our equity interest in MSIF Funding ranks behind all of the secured and unsecured creditors, known or unknown, including the lenders in the SPV Facility. Consequently, to the extent that the value of MSIF Funding’s portfolio of loan investments has been reduced as a result of conditions in the credit markets, defaulted loans, capital gains and losses on the underlying assets, prepayment or changes in interest rates, the returns on our investments in MSIF Funding could be reduced. Accordingly, our investments in MSIF Funding could be subject to up to 100% loss.

The ability to sell investments held by a Structured Subsidiary is limited.

The credit agreement governing the SPV Facility places significant restrictions on our ability, as servicer, to sell investments. As a result, there could be times or circumstances during which we are unable to sell investments or take other actions that might be in our best interests.

We may invest in derivatives or other assets that expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.

We may invest in derivatives and other assets that are subject to many of the same types of risks related to the use of leverage. Derivative transactions, if any, will generally create leverage for us and involve significant risks. The primary risks related to derivative transactions include counterparty, correlation, liquidity, leverage, volatility, over-the-counter trading, operational and legal risks. In addition, a small investment in derivatives could have a large potential impact on our performance, effecting a form of investment leverage on our portfolio. In certain types of derivative transactions, we could lose the entire amount of our investment; in other types of derivative transactions the potential loss is theoretically unlimited.

Under Rule 18f-4 under the 1940 Act (“Rule 18f-4”), related to use of derivatives, short sales, reverse repurchase agreements and certain other transactions by BDCs, we are permitted to enter into derivatives and other transactions that create future payment or delivery obligations, including short sales, notwithstanding the senior security provision of the 1940 Act if we comply with certain value-at-risk leverage limits, adopt a derivatives risk management program and implement board oversight and reporting requirements or otherwise comply with a “limited derivatives users” exception. Rule 18f-4 also permits us to enter into reverse repurchase agreements or similar financing transactions notwithstanding the senior security provision of the 1940 Act if we aggregate the amount of indebtedness associated with our reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the asset coverage ratios as discussed herein. We may otherwise engage in such transaction as a “derivatives transaction” for purposes of compliance with the rule. Furthermore, we are permitted to enter into an unfunded commitment agreement, and such unfunded commitment agreement will not be subject to the asset coverage requirements under the 1940 Act if we reasonably believe, at the time we enter into such agreement, that we will have sufficient cash and cash equivalents to meet our obligations with respect to all such agreements as they come due. We cannot predict the effects of these requirements.

We have adopted updated policies and procedures in compliance with Rule 18f-4. We expect to qualify as a “limited derivatives user.” Future legislation or rules may modify how we treat derivatives and other financial arrangements for purposes of our compliance with the leverage limitations of the 1940 Act, which may be materially adverse to us and our investors.

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RISKS RELATED TO OUR ADVISER AND ITS AFFILIATES

Our Adviser has conflicts of interest that may create an incentive for the Adviser to enter into investments that are riskier or more speculative than would otherwise be the case and our Adviser may have an incentive to increase portfolio leverage in order to earn higher management fees.

Our Adviser and its affiliates, including our officers, may have conflicts of interest as a result of compensation arrangements, time constraints and competition for investments, which they will attempt to resolve in a fair and equitable manner, but which may result in actions that are not in the best interests of our stockholders. Our Adviser receives substantial fees from us in return for its services and these fees could influence the investment and other decisions they make on our behalf.

The incentive fee payable by us to our Adviser may create an incentive for it to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable to our Adviser is determined may encourage it to use leverage to increase the return on our investments. As additional leverage would magnify positive returns, if any, on our portfolio, our incentive fee would become payable to our Adviser (i.e., exceed the hurdle rate) at a lower average gross return on our portfolio. Additionally, the incentive fee payable by us to the Adviser may create an incentive for the Adviser to cause us to realize capital gains or losses that may not be in the best interests of us or our stockholders. Under the incentive fee structure, the Adviser benefits when we recognize capital gains and, because the Adviser determines when an investment is sold, the Adviser can influence the timing of the recognition of such capital gains.

In addition, the fact that our management fee is payable based upon our total assets, which includes any borrowings for investment purposes, may encourage our Adviser to use leverage to make additional investments. Under certain circumstances, the use of leverage (or an investment in companies that are highly leveraged) may increase the likelihood of default, which would result in higher investment losses.

We may be obligated to pay our Adviser incentive compensation even if we incur a net loss due to a decline in the value of our portfolio.

The New Investment Advisory Agreement entitles our Adviser to receive incentive compensation on income regardless of any capital losses. In such case, we may be required to pay our Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.

Any incentive fee payable by us that relates to our net investment income may be computed and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. Our Adviser will not be under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received in cash as a result of a default by an entity on the obligation that resulted in the accrual of such income and such circumstances would result in our paying an incentive fee on income we never received in cash.

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Our Adviser may face conflicts of interest in allocating investment opportunities between us, Main Street and the other funds and clients managed by our Adviser.

The investment professionals utilized by our Adviser are also the investment professionals responsible for investing and managing Main Street’s investment portfolio as well as the investment portfolios of other funds and clients managed by our Adviser. These professionals are responsible for allocating investment opportunities between us, Main Street and other funds and clients managed by it. We have made and, in the future, intend to make co-investments with Main Street and other funds or clients advised by the Adviser in accordance with the conditions of an exemptive relief order from the SEC permitting such co-investment transactions. The order requires, among other things, that Main Street and the Adviser consider whether each such investment opportunity is appropriate for us, Main Street and the Adviser’s advised clients and, if it is appropriate, to propose an allocation of the investment opportunity between such other parties. As a consequence, it may be more difficult for us to maintain or increase the size of our investment portfolio in the future. Although the Adviser and Main Street will endeavor to allocate investment opportunities in a fair and equitable manner, including in accordance with the conditions set forth in the order issued by the SEC when relying on such order, we may face conflicts in allocating investment opportunities between us, Main Street and other funds and clients managed by the Adviser. Because our Adviser may receive performance-based fee compensation from the other funds and clients it manages if such funds or client have more favorable terms or provisions than with us, this may provide our Adviser an incentive to allocate opportunities to other funds and clients our Adviser manages instead of us. Our Adviser and Main Street have implemented an allocation policy to ensure the equitable distribution of investment opportunities and, as a result, we may be unable to participate in certain investments based upon such allocation policy.

Our ability to enter into transactions with our affiliates is restricted.

As a BDC, we are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of a majority of our independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any securities from or to such affiliate on a principal basis, absent the prior approval of our board of directors and, in some cases, the SEC. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves a joint investment), without prior approval of our board of directors and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

The SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain joint transactions involving the BDC and entities that share a common investment adviser or are otherwise affiliated with the BDC’s investment adviser. As a result of these restrictions, we are prohibited from buying or selling any security from or to any portfolio company that is controlled by a fund advised by the Adviser or their respective affiliates or is otherwise affiliated with the BDC’s investment adviser without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.

We may, however, invest alongside our Adviser’s and/or its affiliates’ other clients or entities otherwise affiliated with our Adviser (including Main Street), in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations, guidance and exemptive relief orders. However, although the Adviser endeavors to fairly allocate investment opportunities in the long run, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time. As noted above, the SEC has granted us, Main Street and our Adviser an exemptive order that allows us to enter into certain negotiated co-investment transactions alongside Main Street and other funds or clients advised by the Adviser in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the exemptive order. Pursuant to the exemptive order, we are permitted to co-invest with our affiliates, including Main Street, if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

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In situations where co-investment with affiliates’ other clients or entities otherwise affiliated with our Adviser (such as Main Street) is not permitted under the 1940 Act and related rules, existing or future staff guidance, or the terms and conditions of the exemptive order granted to us by the SEC (as discussed above), our Adviser will need to decide which entity or entities will proceed with the investment. Generally, we will not have an entitlement to make a co-investment in these circumstances and, to the extent that another entity elects to proceed with the investment, we will not be permitted to participate. Moreover, except in certain circumstances, we will not invest in any issuer in which an affiliate or an affiliate’s other client holds a controlling interest.

Our Adviser’s liability is limited under the New Investment Advisory Agreement, and we have agreed to indemnify our Adviser against certain liabilities, which may lead our Adviser to act in a riskier manner on our behalf than it would when acting for its own account.

Under the New Investment Advisory Agreement, our Adviser and its officers, directors, managers, partners, shareholders, members (and their shareholders or members, including the owners of their shareholders or members), agents, employees, controlling persons and any other person or entity affiliated with or acting on behalf of the Adviser are not liable to us for acts or omissions performed by our Adviser in accordance with and pursuant to the New Investment Advisory Agreement, except those resulting from acts constituting fraud, willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under the New Investment Advisory Agreement. In addition, we have agreed to indemnify our Adviser and its officers, directors, managers, partners, shareholders, members (and their shareholders or members, including the owners of their shareholders or members), agents, employees, controlling persons and any other person or entity affiliated with or acting on behalf of the Adviser from and against any claims or liabilities, including reasonable legal fees, arising out of or in connection with any action taken or omitted on our behalf pursuant to authority granted by the New Investment Advisory Agreement, except where attributable to fraud, willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under the New Investment Advisory Agreement. These protections may lead our Adviser to act in a riskier manner when acting on our behalf than they would when acting for their own account.

Our Adviser can resign on 120 days’ notice and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

Our Adviser has the right, under the New Investment Advisory Agreement, to resign at any time upon not less than 120 days’ written notice, whether we have found a replacement or not. If our Adviser resigns, we may not be able to find a replacement or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 120 days or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the value of our shares may decline. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.

RISKS RELATED TO BDCs

Operating under the constraints imposed on us as a BDC and RIC may hinder the achievement of our investment objectives.

The 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to certain of the other investment vehicles that we may compete with. BDCs are required, for example, to invest at least 70% of their total assets in certain qualifying assets, including U.S. private or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt instruments that mature in one year or less from the date of investment. Moreover, qualification for taxation as a RIC requires satisfaction of source-of-income, asset diversification and distribution requirements. Operating under these constraints may hinder our ability to take advantage of attractive investment opportunities and to achieve our investment objective. Any failure to do so could subject us to enforcement action by the SEC, cause us to fail to satisfy the requirements associated with RIC status and subject us to entity-level corporate income taxation, cause us to fail the 70% test described above or otherwise have a material adverse effect on our business, financial condition or results of operations.

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We may be precluded from investing in what our Adviser believes are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from making any additional investment that is not a qualifying asset and could be forced to forgo attractive investment opportunities. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position).

If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the 1940 Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under any outstanding indebtedness we might have, which could have a material adverse effect on our business, financial condition or results of operations.

Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital.

Our business will require capital to operate and grow. We may acquire such additional capital from the following sources:

Senior Securities

We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as senior securities. As a result of issuing senior securities, we will be exposed to additional risks, including the following:

•Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% (or 150% if certain requirements are met) immediately after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we will be prohibited from issuing debt securities or preferred stock and/or borrowing money from banks or other financial institutions and may not be permitted to declare a cash dividend or make any cash distribution to stockholders or repurchase shares until such time as we satisfy this test.

•Any amounts that we use to service our debt or make payments on preferred stock will not be available for dividends to our common stockholders.

•It is likely that any senior securities or other indebtedness we issue will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, some of these securities or other indebtedness may be rated by rating agencies, and in obtaining a rating for such securities and other indebtedness, we may be required to abide by operating and investment guidelines that further restrict operating and financial flexibility.

•We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities and other indebtedness.

•Preferred stock or any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock, including separate voting rights and could delay or prevent a transaction or a change in control to the detriment of the holders of our common stock.

•Any unsecured debt issued by us would generally rank (i) pari passu with our current and future unsecured indebtedness and effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, and (ii) structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries.

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Additional Common Stock

We are not generally able to issue and sell our common stock at a price below NAV per share. We may, however, sell our common stock, warrants, options or rights to acquire our common stock, at a price below the current NAV per share of the common stock if our board of directors determines that such sale is in the best interests of our stockholders, and our stockholders approve such sale. Moreover, we can offer no assurance that we will be able to issue and sell additional equity securities in the future, on favorable terms or at all.

Previously enacted legislation may allow us to incur additional leverage.

The 1940 Act generally prohibits us from incurring indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). However, legislation passed in March 2018 modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur by lowering the required asset coverage ratio of 200% to an asset coverage ratio of 150% (i.e., the amount of debt may not exceed 662/3% of the value of our assets), if certain requirements are met. Under the legislation, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is met, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the legislation allows a “required majority” (as defined in Section 57(o) of the 1940 Act) of the members of our board of directors to approve an increase in our leverage capacity, and such approval would become effective after one year from the date of approval. As a result of this legislation, we may be able to increase our leverage up to an amount that reduces our asset coverage ratio from 200% to 150%.

RISKS RELATED TO THIS OFFERING AND AN INVESTMENT IN SHARES OF OUR COMMON STOCK

Investing in our securities may involve a high degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our securities, including shares of our common stock, may not be suitable for someone with lower risk tolerance.

Prior to this offering, there has been no public market for shares of our common stock, and we cannot assure you that a market for shares of our common stock will develop or that the market price of shares of our common stock will not decline following the offering.

Our common stock has no history of public trading. We have applied to list our common stock on The New York Stock Exchange under the symbol “MSIF.” We cannot assure you that a trading market will develop for our common stock after this offering or, if one develops, that such trading market can be sustained. In addition, we cannot predict the prices at which our common stock will trade. The offering price for our common stock will be determined through our negotiations with the underwriters and may not bear any relationship to the market price at which it may trade after this offering. Shares of companies offered in a public offering often trade at a discount to the initial offering price due to underwriting discounts and commissions and related offering expenses. Also, shares of closed-end investment companies, including BDCs, frequently trade at a discount from NAV per share and our common stock may also be discounted in the market. This characteristic of closed-end investment companies is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade at, above or below NAV per share. The risk of loss associated with this characteristic of closed-end management investment companies may be greater for investors expecting to sell shares of common stock purchased in the offering soon after the offering. In addition, if our common stock trades below its NAV per share, we will generally not be able to sell additional shares of our common stock to the public at its market price without, among other things, the requisite stockholders approving such a sale.

The market price of our common stock may be volatile and may fluctuate significantly.

The market price and liquidity of the market for our common stock that will prevail in the market after this offering may be higher or lower than the price you pay and may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

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•Significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;

•Price and volume fluctuations in the overall stock market from time to time;

•The inclusion or exclusion of our common stock from certain indices;

•Changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons;

•Changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;

•Loss of RIC tax treatment or BDC status;

•Distributions that exceed our net investment income and net income as reported according to U.S. GAAP;

•Changes in earnings or variations in operating results;

•Changes in accounting guidelines governing valuation of our investments;

•Any shortfall in revenue or net income or any increase in losses from levels expected by investors;

•Departure of our Adviser or certain of its key personnel;

•Inability of the Adviser to employ additional experienced investment professionals;

•General economic trends and other external factors;

•Escalation of tensions and conflicts in Europe and elsewhere, including in Ukraine and the Middle East, and disruptions in local, regional, national and global markets and economies affected thereby, including the potential for volatility in energy prices and its impact on the industries in which we invest;

•Elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•The impact of supply chain constraints on our portfolio companies and the global economy;

•Loss of a major funding source;

•The impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and

•The economic and other impacts of disease outbreaks, pandemics, or any other serious public health concern, such as the Coronavirus pandemic, in the United States as well as worldwide.

We may not be able to pay distributions to our stockholders, our distributions may not grow over time, and a portion of distributions paid to our stockholders may be a return of capital.

We intend to pay distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to pay a specified level of cash distributions, previously projected distributions for future periods, or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described herein. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC could limit our ability to pay distributions. All distributions will be paid at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations, compliance with our debt covenants and such other factors as our board of directors may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders in the future.

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When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated taxable earnings, recognized capital gains or capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for U.S. federal income tax purposes, which may result in higher tax liability when the shares are sold, even if they have not increased in value or have lost value. In addition, any return of capital will be net of any sales load and offering expenses associated with sales of shares of our common stock. In the future, our distributions may include a return of capital.

Purchases of shares of our common stock by us under our open market repurchase program, including the Company Rule 10b5-1 Stock Repurchase Plan, may result in the price of shares of our common stock being higher than the price that otherwise might exist in the open market.

Our Board authorized us to repurchase shares of our common stock through an open-market share repurchase program for up to $[ • ] million in the aggregate of shares of our common stock for a 12-month period following the consummation of this offering. Pursuant to such authorization and concurrently with the closing of this offering, we intend to enter into the Company Rule 10b5-1 Stock Repurchase Plan to acquire up to $[ • ] million in the aggregate of shares of our common stock, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. These activities may have the effect of maintaining the market price of shares our common stock or mitigating a decline in the market price of the shares of our common stock, and, as a result, the price of our shares of common stock may be higher than the price that otherwise might exist in the open market.

Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.

Upon completion of this offering, shares of our common stock will be outstanding, assuming no exercise of the underwriters’ option to purchase additional shares. The shares of common stock sold in the offering (assuming no exercise of the underwriters’ option to purchase additional shares) will be freely tradable without restriction or limitation under the Securities Act. Any shares purchased in this offering by our affiliates, as defined in the Securities Act, will be subject to the public information, manner of sale and volume limitations of Rule 144 under the Securities Act (“Rule 144”). The shares of our common stock that were issued prior to the completion of this offering, other than shares of our common stock held by Main Street and our executive officers and directors, will be freely tradeable without restriction or limitation under the Securities Act.

[The Company, its directors and officers and the Adviser have agreed that, without the prior written consent of the representatives on behalf of the underwriters, they will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of this prospectus (the “restricted period”), subject to certain customary exceptions:

•offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock;

•file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock; or

•engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale or disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of our common stock or other securities, in cash or otherwise,

whether any such transaction described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise. In addition, each such person agrees that, without the prior written consent of the representatives on behalf of the underwriters, such person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for common stock.]

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Additionally our second articles of amendment and restatement, which will become effective upon a listing of our shares of common stock on a national securities exchange (such as the New York Stock Exchange) (our “Articles of Incorporation”) contains a provision that limits the transferability of all of our shares of common stock outstanding at the time of this offering for the 365-day period following the commencement of trading of our shares of common stock on a national securities exchange (the “Trading Date”). Specifically, without the prior written consent of our board of directors (with respect to all or any portion of the Restricted Shares (as defined below)), a stockholder may not transfer (whether by sale, gift, merger, operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber (collectively, “Transfer”) shares of our common stock acquired by such stockholder prior to the listing of our shares of common stock on a national securities exchange (the “Restricted Shares”) until:

•180 days after the Trading Date for one-third of the Restricted Shares held by such stockholder;

•270 days after the Trading Date for two-thirds of the Restricted Shares held by such stockholder; and

•365 days after the Trading Date for all remaining Restricted Shares held by such stockholder.

Any purported Transfer in violation of this provision of our Articles of Incorporation would be void and have no force or effect.

Following this offering and the expiration of applicable lock-up periods describe above, and subject to applicable securities laws, including Rule 144, sales of substantial amounts of our common stock, or the perception that such sales could occur, could adversely affect the prevailing market prices for our common stock. If these sales occur, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so. We cannot predict what effect, if any, future sales of securities, or the availability of securities for future sales, will have on the market price of our common stock prevailing from time to time. See “Shares Eligible for Future Sale” for more information.

Investors in this offering may experience immediate dilution upon the closing of the offering.

If you purchase shares of our common stock in this offering, you may experience immediate dilution if the price that you pay is greater than the pro forma NAV per share of the common stock you acquire. Investors in this offering could pay a price per share of common stock that exceeds the NAV per share after the closing of the offering. [Assuming a public offering price of $ per share, purchasers in this offering will experience immediate dilution of approximately $ per share. See “Dilution.”]

[Our stockholders may experience dilution in their ownership percentage.

Our stockholders do not have preemptive rights to purchase any shares of our common stock we issue in the future. To the extent that we issue additional equity interests at or below NAV your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any future sales of common stock and the value of our investments, you may also experience dilution in the NAV and fair value of your shares of common stock.

Under the 1940 Act, we generally are prohibited from issuing or selling shares of our common stock at a price below NAV per share, which may be a disadvantage as compared with certain public companies. We may, however, sell shares of our common stock, or warrants, options, or rights to acquire shares of our Common Stock, at a price below the current NAV of shares of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders, including a majority of those stockholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the fair value of such securities (less any distributing commission or discount). At a special meeting of stockholders held on [ • ], 2024, our stockholders authorized us, subject to approval of our board of directors, to sell or otherwise issue shares of our common stock during the next year at a price below our NAV per share, subject to certain conditions. The authorization is effective until [ • ], 2025.

If we raise additional funds by issuing shares of our common stock or senior securities convertible into, or exchangeable for, shares of our common stock, then the percentage ownership of our stockholders at that time will decrease and you will experience dilution.]

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We may use proceeds of this offering in a way with which you may not agree.

We will have significant flexibility in applying the proceeds of this offering and may use the net proceeds from this offering in ways with which you may not agree, or for purposes other than those contemplated at the time of this offering. We will also pay operating expenses, and may pay other expenses such as due diligence expenses of potential new investments, from the net proceeds of this offering. Our ability to achieve our investment objectives may be limited to the extent that net proceeds of this offering, pending full investment, are used to pay expenses rather than to make investments.

Provisions of the Maryland General Corporation Law and our articles of incorporation and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.

The Maryland General Corporation Law and our Articles of Incorporation and bylaws contain provisions that may have the effect of discouraging, delaying or making difficult a change in control of our company or the removal of our incumbent directors. The existence of these provisions, among others, may have a negative impact on the price of our common stock and may discourage third-party bids for ownership of our company. These provisions may prevent any premiums being offered to you for our common stock.

We may in the future determine to issue preferred stock, which could adversely affect the value of our common stock.

The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the value for our common stock by making an investment in the common stock less attractive. In addition, the dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test.

FEDERAL INCOME TAX RISKS

We will be subject to corporate-level U.S. federal income tax if we are unable to qualify as a RIC under Subchapter M of the Code.

To maintain RIC tax treatment under the Code, we must meet the following annual distribution, income source and asset diversification requirements:

•The annual distribution requirement (the “Annual Distribution Requirement”) for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such income. Any such carryover taxable income must be distributed through a dividend declared prior to the later of (i) filing the final tax return related to the year which generated such taxable income or (ii) the fifteenth day of the ninth month following the close of the year which generated such taxable income. Because we use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act and are (and may in the future become) subject to certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. In addition, because we receive non-cash sources of income such as PIK interest which involves us recognizing taxable income without receiving the cash representing such income, we may have difficulty meeting the distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

•The source-of-income requirement will be satisfied if we obtain at least 90% of our gross income for each year from dividends, interest, gains from the sale of stock or securities or similar sources.

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•The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities; and no more than 25% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, (i) of one issuer, (ii) of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) of certain “qualified publicly traded partnerships.”

Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments are in privately held companies, and therefore illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. Moreover, if we fail to maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.

We may have difficulty paying the distributions required to maintain RIC tax treatment under the Code if we recognize income before or without receiving cash representing such income.

We will include in income certain amounts that we have not yet received in cash, such as: (i) amortization of original issue discount, which may arise if we receive warrants in connection with the origination of a loan such that ascribing a value to the warrants creates original issue discount in the debt instrument, if we invest in a debt investment at a discount to the par value of the debt security or possibly in other circumstances; (ii) contractual PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term; (iii) contractual preferred dividends, which represents contractual dividends added to the preferred stock and due at the end of the preferred stock term, subject to adequate profitability at the portfolio company; or (iv) amortization of market discount, which is associated with loans purchased in the secondary market at a discount to par value. Such amortization of original issue discounts, increases in loan balances as a result of contractual PIK arrangements, cumulative preferred dividends, or amortization of market discount will be included in income before we receive the corresponding cash payments. We also may be required to include in income certain other amounts before we receive such amounts in cash. Investments structured with these features may represent a higher level of credit risk compared to investments generating income which must be paid in cash on a current basis.

Since, in certain cases, we may recognize taxable income before or without receiving cash representing such income, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. Accordingly, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

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We may in the future choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive.

We may distribute taxable dividends that are payable in part in our stock. Under certain applicable provisions of the Code and the U.S. Department of Treasury (“Treasury”) regulations, distributions payable by us in cash or in shares of stock (at the stockholders’ election) would satisfy the Annual Distribution Requirement. The IRS has issued guidance providing that a dividend payable in stock or in cash at the election of the stockholders will be treated as a taxable dividend eligible for the dividends paid deduction provided at least 20% of the total distribution is payable in cash and certain other requirements are satisfied. According to this guidance, if too many stockholders elect to receive their distributions in cash, each such stockholder would receive a pro rata share of the total cash to be distributed and would receive the remainder of their distribution in shares of stock. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain to the extent such dividend is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.

Stockholders may have current tax liability on dividends they elect to reinvest in our common stock but would not receive cash from such dividends to pay such tax liability.

If stockholders participate in our DRIP, they will be deemed to have received, and for federal income tax purposes will be taxed on, the amount reinvested in our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, unless a stockholder is a tax-exempt entity, it may have to use funds from other sources to pay its tax liability on the value of the dividend that they have elected to have reinvested in our common stock.

Legislative or regulatory tax changes could adversely affect our stockholders.

At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations may be amended. Any new laws, regulations or interpretations may take effect retroactively and could adversely affect the taxation of us or our stockholders. Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in our shares or the value or the resale potential of our investments. If we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.

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GENERAL RISK FACTORS

Events outside of our control, including public health crises, supply chain disruptions and inflation, could negatively affect our portfolio companies and the results of our operations.

Periods of market volatility could occur in response to pandemics or other events outside of our control. We and the portfolio companies in which we invest in could be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, such as acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events could adversely affect the ability of a party (including us, a portfolio company or a counterparty to us) to perform its obligations until it is able to remedy the force majeure event. In addition, force majeure events, such as the cessation of the operation of equipment for repair or upgrade, could similarly lead to the unavailability of essential equipment and technologies. These risks could, among other effects, adversely impact the cash flows available from a portfolio company, cause personal injury or loss of life, including to an officer, director or a member of our investment team, damage property, or instigate disruptions of service. In addition, the cost to a portfolio company or us of repairing or replacing damaged assets resulting from such force majeure event could be considerable.

It will not be possible to insure against all such events, and insurance proceeds received, if any, could be inadequate to completely or even partially cover any loss of revenues or investments, any increases in operating and maintenance expenses, or any replacements or rehabilitation of property. Certain events causing catastrophic loss could be either uninsurable, or insurable at such high rates as to adversely impact us or portfolio companies, as applicable. Force majeure events that are incapable of or are too costly to cure could have permanent adverse effects. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which we invest or our portfolio companies operate specifically. Such force majeure events could result in or coincide with: increased volatility in the global securities, derivatives and currency markets; a decrease in the reliability of market prices and difficulty in valuing assets; greater fluctuations in currency exchange rates; increased risk of default (by both government and private issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; less governmental regulation and supervision of the securities markets and market participants and decreased monitoring of the markets by governments or self-regulatory organizations and reduced enforcement of regulations; limited, or limitations on, the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; inability to purchase and sell investments or otherwise settle security or derivative transactions (i.e., a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments.

Market conditions may materially and adversely affect debt and equity capital markets in the United States and abroad, which may have a negative impact on our business and operations.

The success of our activities is affected by general economic and market conditions, including, among others, interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and trade barriers. These factors could affect the level and volatility of securities prices and the liquidity of our investments. Volatility or illiquidity could impair our profitability or result in losses. These factors also could adversely affect the availability or cost of our leverage, which would result in lower returns.

These disruptions in the capital markets could increase the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. Such disruptions could adversely affect our business, financial condition, results of operations and cash flows, and future market disruptions and/or illiquidity could negatively impact us. These unfavorable economic conditions could increase our funding costs and limit our access to the capital markets, and could result in a decision by lenders not to extend credit to us in the future. These events could limit our investments, our ability to grow and could negatively impact our operating results and the fair values of our debt and equity investments.

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Failure to comply with applicable laws or regulations and changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

We, our Adviser, and our portfolio companies are subject to applicable local, state and federal laws and regulations. Failure to comply with any applicable local, state or federal law or regulation could negatively impact our reputation and our business results. New legislation may also be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect. Additionally, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities. Such changes could result in material differences to the strategies and plans set forth herein and may result in our investment focus shifting from the areas of expertise of our investment team to other types of investments in which our investment team may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.

We may experience fluctuations in our operating results.

We could experience fluctuations in our operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the level of portfolio dividend and fee income, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, operating results for any period should not be relied upon as being indicative of performance in future periods.

Technological innovations and industry disruptions may negatively impact us.

Technological innovations have disrupted traditional approaches in multiple industries and can permit younger companies to achieve success and in the process disrupt markets and market practices. We can provide no assurance that new businesses and approaches will not be created that would compete with us and/or our portfolio companies or alter the market practices in which we have been designed to function within and on which we depend on for our investment return. New approaches could damage our investments, disrupt the market in which we operate and subject us to increased competition, which could materially and adversely affect our business, financial condition and results of investments.

We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends.

Our business is highly dependent on our and third parties’ communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays or other problems in our activities. Our and our Adviser’s financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

•sudden electrical or telecommunications outages;

•natural disasters such as earthquakes, tornadoes and hurricanes;

•disease pandemics;

•events arising from local or larger scale political or social matters, including terrorist acts; and

•cyber-attacks, including software viruses, ransomware, malware and phishing and vishing schemes.

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The failure in cybersecurity systems, as well as the occurrence of events unanticipated in our and our Adviser’s disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.

The occurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated in our and our Adviser’s disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised.

We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our and our Adviser’s computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.

Third parties with which we do business (including, but not limited to, service providers, such as accountants, custodians, transfer agents and administrators, and the issuers of securities in which we invest) may also be sources or targets of cybersecurity or other technological risks. While we engage in actions to reduce our exposure resulting from outsourcing, we cannot control the cybersecurity plans and systems put in place by these third parties and ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. Privacy and information security laws and regulation changes, and compliance with those changes, may also result in cost increases due to system changes and the development of new administrative processes.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including statements regarding our future financial condition, business strategy, and plans and objectives of management for future operations. All statements other than statements of historical facts, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. The forward-looking statements contained in this prospectus may include statements as to:

•our future operating results and dividend projections;

•our business prospects and the prospects of our portfolio companies;

•the impact of the investments that we expect to make;

•the ability of our portfolio companies to achieve their objectives;

•our expected financings and investments;

•the adequacy of our cash resources and working capital; and

•the timing of cash flows, if any, from the operations of our portfolio companies.

In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions, although not all forward-looking statements include these words or expressions. The forward-looking statements contained in this prospectus involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” in this prospectus supplement. Other factors that could cause actual results to differ materially include:

•uncertainty and changes in the general interest rate environment, including as a result of recent rate increases by the Federal Reserve;

•changes in the economy, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

•the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;

•the impact of interruptions in the supply chain on our portfolio companies;

•the ability of our portfolio companies to achieve their objectives;

•the adequacy of our financing sources and working capital;

•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;

•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;

•our ability to maintain our qualification as a BDC, and as a RIC under the Code;

•risks associated with possible disruption in our operations or the economy generally due to disease pandemic, acts of war, terrorist acts, cyberattacks or natural disasters; and

•future changes in laws or regulations and conditions in our operating areas.

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We discuss in greater detail many of these risks and uncertainties in the sections titled “Risk Factors” in this prospectus. In addition, statements that we “believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the applicable date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely on these statements.

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USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of shares of our common stock in this offering will be approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of our common stock), based on an offering price of $ per share, after deducting the underwriting discounts and commissions paid by us and including estimated offering expenses of approximately $ payable by us. Such estimate is subject to change and no assurances can be given that actual expenses will not exceed such amount.

We intend to initially use all of the net proceeds from this offering to repay outstanding debt borrowed under our Credit Facilities. However, through re-borrowing of the initial repayments under our Credit Facilities, we intend to make investments in accordance with our investment objective and strategies described in this prospectus and pay our operating expenses and other cash obligations. We also intend to use such re-borrowings for general corporate purposes. Based on prevailing market conditions, we expect to invest the net proceeds from this offering within six months. The precise timing will depend on the availability of investment opportunities that are consistent with our investment objectives and strategies.

Our ability to achieve our investment objective may be limited to the extent that the net proceeds from this offering, pending full investment, are held in interest bearing deposits or other short-term instruments.

On November 15, 2024, we had approximately $152.0 million outstanding under our Corporate Facility. Our Corporate Facility matures in May 2029, unless extended, and bears interest, at our election, on a per annum basis at a rate equal to (i) SOFR plus 2.05% or (ii) the base rate plus 1.05%. 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) SOFR plus 1.1%. Amounts repaid under our Corporate Facility will remain available for future borrowings.

On November 15, 2024, we had approximately $254.7 million outstanding under our SPV Facility. Our SPV Facility matures in February 2028, unless extended, and bears interest at a per annum rate equal to the three-month SOFR in effect, plus the applicable margin of 3.00%. Amounts repaid under our SPV Facility will remain available for future borrowings.

Affiliates of [ • ] act as lenders and/or agents under our Credit Facilities. As described above, we may use net proceeds of this offering to repay a portion of the outstanding indebtedness under our Credit Facilities. Certain of the net proceeds from the sale of the common stock, not including underwriting compensation, may be paid to such affiliates of [ • ] in connection with the repayment of debt owed under our Credit Facilities. As a result, [ • ] and/or their affiliates may receive more than 5% of the net proceeds of this offering, not including underwriting compensation. See “Underwriting — Conflicts of Interest” below.

DISTRIBUTIONS

To the extent that we have income available, we intend to make quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by our board of directors. Any distributions to our stockholders will be declared out of assets legally available for distribution.

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We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under Subchapter M of the Code. To obtain and maintain RIC tax treatment, among other things, we must distribute distributions to our stockholders in respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment company taxable income”), determined without regard to any deduction for distributions paid. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute distributions to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax. Under certain applicable provisions of the Code and Treasury regulations, distributions payable in cash or in shares of stock at the election of the stockholders are treated as taxable distributions. The IRS has published guidance in the context of publicly offered RICs indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in stock, taxable stockholders receiving such distributions will be required to include the full amount of the distribution (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain distribution) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the value of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, the Company may be required to withhold U.S. tax with respect to such distributions, including in respect of all or a portion of such distribution that is payable in stock.

For these excise tax purposes, we will be deemed to have distributed any net ordinary taxable income or capital gain net income on which we have paid U.S. federal income tax. Depending on the level of taxable income earned in a calendar year, we may choose to carry forward taxable income for distribution in the following calendar year, and pay any applicable U.S. federal excise tax. We cannot assure you that we will achieve results that will permit the payment of cash distributions.

We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, you would be eligible to claim a tax credit equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. We cannot assure you that we will achieve results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.

We have adopted a DRIP, which will become effective upon the completion of this offering, that will provide for reinvestment of our distributions and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash distribution or other distribution, then stockholders who do not “opt out” of our DRIP will have their cash distributions and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash distributions and distributions.

The following table summarizes our distributions declared and payable since inception through September 30, 2024 (without giving effect to the Reverse Stock Split):

Date Declared

Record Date

Date Payable

Per Share Amount (1)

Type

5/14/2024

6/28/2024

8/1/2024

0.180

U.S. Currency

3/8/2024

3/29/2024

5/1/2024

0.185

U.S. Currency

Table of Contents

Date Declared

Record Date

Date Payable

Per Share Amount (1)

Type

11/13/2023

12/29/2023

1/31/2024

0.175

U.S. Currency

8/10/2023

9/29/2023

11/1/2023

0.175

U.S. Currency

5/11/2023

6/30/2023

8/1/2023

0.175

U.S. Currency

3/10/2023

3/31/2023

5/1/2023

0.175

U.S. Currency

11/10/2022

12/30/2022

1/31/2023

0.160

U.S. Currency

8/11/2022

9/30/2022

11/1/2022

0.160

U.S. Currency

5/12/2022

6/30/2022

8/1/2022

0.160

U.S. Currency

3/10/2022

3/31/2022

5/2/2022

0.165

U.S. Currency

11/11/2021

12/31/2021

2/1/2022

0.150

U.S. Currency

8/10/2021

9/30/2021

11/1/2021

0.150

U.S. Currency

5/11/2021

6/30/2021

8/2/2021

0.125

U.S. Currency

3/2/2021

3/31/2021

4/1/2021

0.100

U.S. Currency

3/4/2020

6/30/2020

7/1/2020

0.058

U.S. Currency

3/4/2020

5/29/2020

6/1/2020

0.059

U.S. Currency

3/4/2020

4/30/2020

5/1/2020

0.058

U.S. Currency

12/12/2019

3/31/2020

4/1/2020

0.059

U.S. Currency

12/12/2019

2/28/2020

3/2/2020

0.056

U.S. Currency

12/12/2019

1/31/2020

2/4/2020

0.059

U.S. Currency

9/9/2019

12/31/2019

1/3/2020

0.059

U.S. Currency

9/9/2019

11/29/2019

12/3/2019

0.058

U.S. Currency

9/9/2019

10/31/2019

11/1/2019

0.059

U.S. Currency

6/25/2019

9/30/2019

10/1/2019

0.058

U.S. Currency

6/25/2019

8/30/2019

9/3/2019

0.059

U.S. Currency

6/25/2019

7/31/2019

8/1/2019

0.059

U.S. Currency

3/26/2019

6/28/2019

7/1/2019

0.058

U.S. Currency

3/26/2019

5/31/2019

6/3/2019

0.059

U.S. Currency

3/26/2019

4/30/2019

5/1/2019

0.058

U.S. Currency

12/13/2018

3/29/2019

4/1/2019

0.059

U.S. Currency

12/13/2018

2/28/2019

3/1/2019

0.054

U.S. Currency

12/13/2018

1/31/2019

2/1/2019

0.059

U.S. Currency

9/14/2018

12/31/2018

1/2/2019

0.059

U.S. Currency

9/14/2018

11/30/2018

12/3/2018

0.058

U.S. Currency

9/14/2018

10/31/2018

11/1/2018

0.059

U.S. Currency

6/21/2018

9/28/2018

10/1/2018

0.058

U.S. Currency

6/21/2018

8/31/2018

9/4/2018

0.059

U.S. Currency

6/21/2018

7/31/2018

8/1/2018

0.059

U.S. Currency

3/22/2018

6/29/2018

7/2/2018

0.058

U.S. Currency

3/22/2018

5/31/2018

6/1/2018

0.059

U.S. Currency

3/22/2018

4/30/2018

5/1/2018

0.058

U.S. Currency

12/14/2017

3/29/2018

4/2/2018

0.059

U.S. Currency

12/14/2017

2/28/2018

3/1/2018

0.054

U.S. Currency

12/14/2017

1/31/2018

2/1/2018

0.059

U.S. Currency

9/14/2017

12/29/2017

1/2/2018

0.059

U.S. Currency

9/14/2017

11/30/2017

12/1/2017

0.058

U.S. Currency

9/14/2017

10/31/2017

11/1/2017

0.059

U.S. Currency

6/26/2017

9/29/2017

10/2/2017

0.058

U.S. Currency

6/26/2017

8/31/2017

9/1/2017

0.059

U.S. Currency

6/26/2017

7/31/2017

8/1/2017

0.059

U.S. Currency

3/23/2017

6/30/2017

7/3/2017

0.058

U.S. Currency

3/23/2017

5/31/2017

6/1/2017

0.059

U.S. Currency

3/23/2017

4/28/2017

5/1/2017

0.058

U.S. Currency

Table of Contents

Date Declared

Record Date

Date Payable

Per Share Amount (1)

Type

12/15/2016

3/31/2017

4/3/2017

0.059

U.S. Currency

12/15/2016

2/28/2017

3/1/2017

0.054

U.S. Currency

12/15/2016

1/31/2017

2/1/2017

0.059

U.S. Currency

9/14/2016

12/30/2016

1/3/2017

0.059

U.S. Currency

9/14/2016

11/30/2016

12/1/2016

0.058

U.S. Currency

9/14/2016

10/31/2016

11/1/2016

0.059

U.S. Currency

6/23/2016

9/30/2016

10/3/2016

0.058

U.S. Currency

6/23/2016

8/31/2016

9/1/2016

0.059

U.S. Currency

6/23/2016

7/29/2016

8/1/2016

0.059

U.S. Currency

3/23/2016

6/30/2016

7/1/2016

0.058

U.S. Currency

3/23/2016

5/31/2016

6/1/2016

0.059

U.S. Currency

3/23/2016

4/29/2016

5/2/2016

0.058

U.S. Currency

12/17/2015

3/31/2016

4/1/2016

0.059

U.S. Currency

12/17/2015

2/29/2016

3/1/2016

0.056

U.S. Currency

12/17/2015

1/29/2016

2/1/2016

0.059

U.S. Currency

9/23/2015

12/31/2015

1/4/2016

0.059

U.S. Currency

9/23/2015

11/30/2015

12/1/2015

0.058

U.S. Currency

9/23/2015

10/30/2015

11/2/2015

0.059

U.S. Currency

6/25/2015

9/30/2015

10/1/2015

0.058

U.S. Currency

6/25/2015

8/31/2015

9/1/2015

0.059

U.S. Currency

6/25/2015

7/31/2015

8/3/2015

0.059

U.S. Currency

3/24/2015

6/30/2015

7/1/2015

0.058

U.S. Currency

3/24/2015

5/29/2015

6/1/2015

0.059

U.S. Currency

3/24/2015

4/30/2015

5/1/2015

0.058

U.S. Currency

12/18/2014

3/31/2015

4/1/2015

0.059

U.S. Currency

12/18/2014

2/27/2015

3/2/2015

0.054

U.S. Currency

12/18/2014

1/30/2015

2/2/2015

0.059

U.S. Currency

9/22/2014

12/31/2014

1/5/2015

0.059

U.S. Currency

9/22/2014

11/28/2014

12/1/2014

0.058

U.S. Currency

9/22/2014

10/31/2014

11/3/2014

0.059

U.S. Currency

6/24/2014

9/30/2014

10/1/2014

0.058

U.S. Currency

6/24/2014

8/29/2014

9/2/2014

0.059

U.S. Currency

6/24/2014

7/31/2014

8/1/2014

0.059

U.S. Currency

3/25/2014

6/30/2014

7/1/2014

0.058

U.S. Currency

3/25/2014

5/30/2014

6/2/2014

0.059

U.S. Currency

3/25/2014

4/30/2014

5/1/2014

0.058

U.S. Currency

12/19/2013

3/31/2014

4/1/2014

0.059

U.S. Currency

12/19/2013

2/28/2014

3/3/2014

0.054

U.S. Currency

12/19/2013

1/31/2014

2/3/2014

0.059

U.S. Currency

9/27/2013

12/31/2013

1/2/2014

0.059

U.S. Currency

9/27/2013

11/29/2013

12/2/2013

0.058

U.S. Currency

9/27/2013

10/31/2013

11/1/2013

0.059

U.S. Currency

6/27/2013

9/30/2013

10/1/2013

0.058

U.S. Currency

6/27/2013

8/30/2013

9/3/2013

0.059

U.S. Currency

6/27/2013

7/31/2013

8/1/2013

0.059

U.S. Currency

3/25/2013

6/28/2013

7/1/2013

0.058

U.S. Currency

3/25/2013

5/31/2013

6/3/2013

0.059

U.S. Currency

3/25/2013

4/30/2013

5/1/2013

0.058

U.S. Currency

12/18/2012

3/28/2013

4/1/2013

0.059

U.S. Currency

12/18/2012

2/28/2013

3/1/2013

0.054

U.S. Currency

12/18/2012

1/31/2013

2/1/2013

0.059

U.S. Currency

Table of Contents

Date Declared

Record Date

Date Payable

Per Share Amount (1)

Type

9/28/2012

12/31/2012

1/2/2013

0.059

U.S. Currency

9/28/2012

11/30/2012

12/3/2012

0.058

U.S. Currency

9/28/2012

10/31/2012

11/1/2012

0.059

U.S. Currency

6/29/2012

9/28/2012

10/1/2012

0.058

U.S. Currency

6/29/2012

8/31/2012

9/4/2012

0.059

U.S. Currency

6/29/2012

7/31/2012

8/1/2012

0.059

U.S. Currency

_____________________________

(1)Per share amounts through September 30, 2024 have not been adjusted to reflect the Reverse Stock Split effected on [•], 2024.

The following table summarizes our distributions declared and payable since inception through September 30, 2024 (per share amounts have been adjusted to reflect the Reverse Stock Split effected on [•], 2024, on a retrospective basis):

Date Declared

Record Date

Date Payable

Per Share Amount (1)

Type

5/14/2024

6/28/2024

8/1/2024

0.360

U.S. Currency

3/8/2024

3/29/2024

5/1/2024

0.370

U.S. Currency

11/13/2023

12/29/2023

1/31/2024

0.350

U.S. Currency

8/10/2023

9/29/2023

11/1/2023

0.350

U.S. Currency

5/11/2023

6/30/2023

8/1/2023

0.350

U.S. Currency

3/10/2023

3/31/2023

5/1/2023

0.350

U.S. Currency

11/10/2022

12/30/2022

1/31/2023

0.320

U.S. Currency

8/11/2022

9/30/2022

11/1/2022

0.320

U.S. Currency

5/12/2022

6/30/2022

8/1/2022

0.320

U.S. Currency

3/10/2022

3/31/2022

5/2/2022

0.330

U.S. Currency

11/11/2021

12/31/2021

2/1/2022

0.300

U.S. Currency

8/10/2021

9/30/2021

11/1/2021

0.300

U.S. Currency

5/11/2021

6/30/2021

8/2/2021

0.250

U.S. Currency

3/2/2021

3/31/2021

4/1/2021

0.200

U.S. Currency

3/4/2020

6/30/2020

7/1/2020

0.115

U.S. Currency

3/4/2020

5/29/2020

6/1/2020

0.119

U.S. Currency

3/4/2020

4/30/2020

5/1/2020

0.115

U.S. Currency

12/12/2019

3/31/2020

4/1/2020

0.119

U.S. Currency

12/12/2019

2/28/2020

3/2/2020

0.111

U.S. Currency

12/12/2019

1/31/2020

2/4/2020

0.119

U.S. Currency

9/9/2019

12/31/2019

1/3/2020

0.119

U.S. Currency

9/9/2019

11/29/2019

12/3/2019

0.115

U.S. Currency

9/9/2019

10/31/2019

11/1/2019

0.119

U.S. Currency

6/25/2019

9/30/2019

10/1/2019

0.115

U.S. Currency

6/25/2019

8/30/2019

9/3/2019

0.119

U.S. Currency

6/25/2019

7/31/2019

8/1/2019

0.119

U.S. Currency

3/26/2019

6/28/2019

7/1/2019

0.115

U.S. Currency

3/26/2019

5/31/2019

6/3/2019

0.119

U.S. Currency

3/26/2019

4/30/2019

5/1/2019

0.115

U.S. Currency

12/13/2018

3/29/2019

4/1/2019

0.119

U.S. Currency

12/13/2018

2/28/2019

3/1/2019

0.107

U.S. Currency

12/13/2018

1/31/2019

2/1/2019

0.119

U.S. Currency

9/14/2018

12/31/2018

1/2/2019

0.119

U.S. Currency

9/14/2018

11/30/2018

12/3/2018

0.115

U.S. Currency

9/14/2018

10/31/2018

11/1/2018

0.119

U.S. Currency

6/21/2018

9/28/2018

10/1/2018

0.115

U.S. Currency

Table of Contents

6/21/2018

8/31/2018

9/4/2018

0.119

U.S. Currency

6/21/2018

7/31/2018

8/1/2018

0.119

U.S. Currency

3/22/2018

6/29/2018

7/2/2018

0.115

U.S. Currency

3/22/2018

5/31/2018

6/1/2018

0.119

U.S. Currency

3/22/2018

4/30/2018

5/1/2018

0.115

U.S. Currency

12/14/2017

3/29/2018

4/2/2018

0.119

U.S. Currency

12/14/2017

2/28/2018

3/1/2018