SUBSEQUENT EVENTS |
12 Months Ended |
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Dec. 31, 2024 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Our management has evaluated subsequent events through the date of issuance of the consolidated financial statements, and identified the following to report:
In January 2025, MSC Income completed a follow-on public offering of 6,325,000 shares of its common stock (including the exercise of the underwriters’ overallotment option) at the public offering price of $15.53 per share (the “MSIF Public Offering”). In connection with the MSIF Public Offering, MSC Income’s shares of common stock began trading on the New York Stock Exchange under the ticker symbol “MSIF.”
Main Street purchased 289,761 shares of MSC Income common stock in the MSIF Public Offering at the public offering price of $15.53. Additionally, following the closing of the MSIF Public Offering, Main Street entered into a share purchase plan to purchase up to $20.0 million in the aggregate of shares of MSC Income common stock in the open market for a twelve-month period beginning in March 2025, at times when the market price per share of MSC Income common stock is trading below the most recently reported NAV per share of MSC Income’s common stock by certain pre-determined levels (including any updates, corrections or adjustments publicly announced by MSC Income to any previously announced NAV per share). The purchases of shares of MSC Income common stock pursuant to the share purchase plan are 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. MSC Income also entered into a share repurchase plan to purchase up to $65.0 million in the aggregate of its common stock in the open market with terms and conditions substantially similar to Main Street’s share purchase plan for shares of MSC Income common stock, and daily purchases under the two plans, if any, are expected to be split pro rata (or as close thereto as reasonably possible) between Main Street and MSC Income based on the respective plan sizes. In connection with Main Street’s potential acquisition in excess of 3% of MSC Income’s outstanding shares of common stock as a result of any purchases pursuant to Main Street’s share purchase plan for shares of MSC Income common stock or otherwise, Main Street entered into a Fund of Funds Investment Agreement with MSC Income. The Fund of Funds Investment Agreement provides for the acquisition by Main Street of MSC Income’s shares of common stock, and MSC Income’s sale of such shares to Main Street, in a manner consistent with the requirements of Rule 12d1-4 under the 1940 Act.
Additionally, in connection with the listing, the External Investment Manager and MSC Income entered into an Amended and Restated Investment Advisory and Administrative Services Agreement to, among other things, (i) reduce the annual base management fees payable by MSC Income to 1.5% of its average total assets (including cash and cash equivalents), payable in arrears (with additional future contractual reductions based upon changes to MSC Income’s investment portfolio composition), (ii) reduce to 17.5% the subordinated incentive fee on pre-incentive fee net investment income above a specified investment return hurdle rate payable by MSC Income, subject to a 50% / 50% catch-up feature, (iii) reduce to 17.5% and reset the incentive fee on cumulative net realized capital gains payable by MSC Income and (iv) establish a cap on the amount of expenses payable by MSC Income relating to certain internal administrative services, which varies based on the value of MSC Income’s total assets.
In February 2025, Main Street declared a supplemental dividend of $0.30 per share payable in March 2025. This supplemental dividend is in addition to the previously announced regular monthly dividends that Main Street declared of $0.25 per share for each of January, February and March 2025, or total regular monthly dividends of $0.75 per share for the first quarter of 2025, resulting in total dividends declared for the first quarter of 2025 of $1.05 per share.
In February 2025, Main Street also declared regular monthly dividends of $0.25 per share for each of April, May and June of 2025. These regular monthly dividends equal a total of $0.75 per share for the second quarter of 2025, representing a 4.2% increase from the regular monthly dividends paid in the second quarter of 2024. Including the regular monthly and supplemental dividends declared through the second quarter of 2025, Main Street will have paid $44.725 per share in cumulative dividends since its October 2007 initial public offering.
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