MSC Income Fund, Inc. filed a Form 8-K on September 1, 2026, disclosing the entry into a Master Note Purchase Agreement on August 31, 2026, governing the issuance of $150,000,000 in aggregate principal amount of 6.83% Series A Senior Notes due 2029.

Key Highlights

  • Total issuance: $150,000,000 in aggregate principal amount of 6.83% Series A Senior Notes due September 30, 2029.
  • Tranche split: $75.0 million was issued on September 1, 2026, with an additional $75.0 million to be issued in October 2026.
  • Interest terms: Fixed rate of 6.83% per year, payable semiannually on March 31 and September 30, beginning March 31, 2027.
  • Stated use of proceeds: The company intends to repay $150.0 million of outstanding 4.04% Series A Senior Notes due 2026, maturing October 30, 2026.
  • Ranking: The Series A Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness of the company.
  • Placement basis: The notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933 and have not been registered under that act.

MSC Income Fund Replaces Maturing Debt With New Private Placement Notes

According to the filing, MSC Income Fund, Inc. (NYSE:MSIF), a Maryland corporation, entered into a Master Note Purchase Agreement with certain qualified institutional investors on August 31, 2026. The agreement governs the issuance of $150,000,000 in aggregate principal amount of 6.83% Series A Senior Notes due 2029. The company disclosed that $75.0 million of the notes were issued on September 1, 2026, with the remaining $75.0 million expected to be issued in October 2026.

The filing states that the company intends to use the net proceeds primarily to repay $150.0 million of outstanding 4.04% Series A Senior Notes due 2026 on or before their maturity on October 30, 2026. Pending that repayment, the company disclosed it intends to repay a portion of debt outstanding under its floating rate Corporate Facility and its SPV Facility, and then re-borrow under those credit facilities to fund investments, pay operating expenses, and for general corporate purposes.

The Note Purchase Agreement, according to the filing, contains customary affirmative and negative covenants, including information reporting, maintenance of the company's status as a business development company under the Investment Company Act of 1940, a minimum asset coverage ratio, and a minimum consolidated net worth. The filing also notes that upon the occurrence of a Below Investment Grade Event, a Secured Debt Ratio Event, or an Unsecured Debt Coverage Ratio Event, the notes will bear interest at an increased rate for the duration of such event. The agreement additionally includes customary events of default with cure and notice periods covering nonpayment, breach of covenant, cross-default, certain judgments, and certain bankruptcy events.

What Was Disclosed

MSC Income Fund disclosed the execution of a Master Note Purchase Agreement and the initial issuance of $75.0 million of 6.83% Series A Senior Notes due 2029, with a second $75.0 million tranche planned for October 2026, primarily to refinance existing maturing debt.