Current Report Filing (8-k)
November 03 2020 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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October 30, 2020
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Main Street Capital Corporation
(Exact name of registrant as specified in
its charter)
Maryland
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001-33723
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41-2230745
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1300 Post Oak Boulevard, 8th Floor
Houston, Texas
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77056
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(713) 350-6000
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Not Applicable
Former name or former address, if changed
since last report
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par
value $0.01 per share
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MAIN
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
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 13(a) of the Exchange
Act. ¨
Item 1.01
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Entry into a Material Definitive Agreement.
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On October 30, 2020, after successfully
receiving the required approval of the stockholders of HMS Income Fund, Inc. (“HMS Income”), Main Street Capital Corporation
(the “Company”), MSC Adviser I, LLC, the Company’s wholly owned subsidiary (the “External Investment Manager”),
and HMS Adviser LP (“HMS Adviser”) consummated the transactions contemplated by that certain asset purchase agreement
by and among the External Investment Manager, HMS Adviser and the other parties thereto (the “Closing”) whereby the
External Investment Manager became the sole investment adviser and administrator to HMS Income pursuant to an Investment Advisory
and Administrative Services Agreement entered into between the External Investment Manager and HMS Income (the “Advisory
Agreement”). The Advisory Agreement includes a 1.75% management fee (reduced from 2.00%) and the same 20% incentive fee calculations
as under the prior advisory agreement between HMS Income and HMS Adviser. After the Closing, HMS Income changed its name to MSC
Income Fund, Inc.
The above summary of the Advisory Agreement
is not complete and is qualified in its entirety by the full text of the Advisory Agreement, a copy of which is filed with this
Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
On October 28, 2020, the Company issued
a press release. A copy of such press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Main Street Capital Corporation
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Date: November 3, 2020
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By:
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/s/ Jason B. Beauvais
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Name:
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Jason B. Beauvais
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Title:
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General Counsel
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