SHARE REPURCHASES |
9 Months Ended |
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Sep. 30, 2023 | |
| Share-Based Payment Arrangement [Abstract] | |
| SHARE REPURCHASES | SHARE REPURCHASES Due to the impacts of the COVID-19 pandemic, MSC Income Fund’s Board of Directors determined that it was in the best interest of the Company to suspend its share repurchase program from March 31, 2020 to March 8, 2021 in order to preserve financial flexibility and liquidity. On March 8, 2021, MSC Income Fund announced that the Board of Directors approved the reinstatement of the share repurchase program.
Under the terms of the reinstated share repurchase program, MSC Income Fund offers to purchase shares at the NAV per share on the repurchase date. The amount of shares of MSC Income Fund’s common stock to be repurchased during any calendar quarter may be equal to the lesser of (i) the number of shares of common stock MSC Income Fund could repurchase with the proceeds it received from the issuance of common stock under MSC Income Fund’s dividend reinvestment plan or (ii) 2.5% of the weighted-average number of shares of common stock outstanding in the prior four calendar quarters. Upon resuming making offers to repurchase shares pursuant to the share repurchase program in April 2021, MSC Income Fund has limited repurchase offers to the number of shares of common stock it can repurchase with 90% of the cash retained as a result of issuances of common stock under MSC Income Fund’s dividend reinvestment plan. At the discretion of the Board of Directors, MSC Income Fund may also use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable period to repurchase shares. MSC Income Fund’s Board of Directors may amend, suspend or terminate the share repurchase program upon 30 days’ notice.
On May 15, 2023, MSC Income Fund commenced a modified “Dutch Auction” tender offer (the “May Dutch Auction Tender Offer”) pursuant to the Offer to Purchase, dated May 15, 2023, which expired on June 13, 2023. Pursuant to the May Dutch Auction Tender Offer, MSC Income Fund repurchased 406,904 shares, representing 0.5% of its then outstanding shares, on June 21, 2023 at a price of $5.50 per share for an aggregate cost of $2.2 million, excluding fees and expenses related to the May Dutch Auction Tender Offer.
On August 16, 2023, MSC Income Fund and Main Street commenced a modified “Dutch Auction” tender offer (the “August Dutch Auction Tender Offer” and, together with the May Dutch Auction Tender Offer, the “Dutch Auction
Tender Offers”) pursuant to the Offer to Purchase, dated August 16, 2023, which expired on September 20, 2023. The August Dutch Auction Tender Offer was a simultaneous combined offer by MSC Income Fund and by Main Street to purchase shares of MSC Income Fund common stock. Pursuant to the August Dutch Auction Tender Offer, MSC Income Fund repurchased 432,920 shares, representing 0.5% of its then outstanding shares for purchase at a price of $6.50 per share (the “August Clearing Price”), for an aggregate cost of $2.8 million and Main Street purchased 115,385 shares at the August Clearing Price for an aggregate cost of $0.8 million.
Since inception of its share repurchase program, MSC Income Fund has funded the repurchase of $146.6 million in shares of common stock, including the shares repurchased by MSC Income Fund under the Dutch Auction Tender Offers, as of September 30, 2023. For the three months ended September 30, 2023 and 2022, MSC Income Fund funded $7.0 million and $4.0 million, respectively, for shares of its common stock tendered for repurchase under the plan and the August Dutch Auction Tender Offer. For the nine months ended September 30, 2023 and 2022, MSC Income Fund funded $17.5 million and $12.0 million, respectively, for shares of its common stock tendered for repurchase under the plan and the Dutch Auction Tender Offers.
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