MSC Adviser I, LLC, a Delaware limited liability company (“MSC Adviser”), is an investment advisory firm
formed in November 2013. MSC Adviser is wholly owned by Main Street Capital Corporation, a Maryland
corporation (“MSCC”, and collectively with its consolidated subsidiaries and MSC Adviser, “Main Street”)
that is publicly traded (NYSE: MAIN). MSCC is an internally managed non-diversified closed-end
investment company that was formed in 2007 and has elected to be regulated as a business development
company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). MSC Adviser
was formed to provide investment management and other services related to MSCC’s external asset
management business (i.e., to persons other than MSCC and its subsidiaries), and MSCC was granted no-
action relief by the SEC to allow MSC Adviser to be a registered investment adviser. Main Street is
headquartered in Houston, Texas.
Main Street
Main Street is a principal investment firm primarily focused on providing customized debt and equity
financing to lower middle market (“LMM”) companies and debt capital to middle market (“Middle Market”)
companies. Main Street’s portfolio investments are typically made to support management buyouts,
recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of
industry sectors. Main Street seeks to partner with entrepreneurs, business owners and management teams,
and generally provides “one stop” financing alternatives within its LMM investment strategy. Main Street
invests primarily in secured debt investments, equity investments, warrants and other securities of LMM
companies based in the United States and in secured debt investments of Middle Market companies generally
headquartered in the United States.
Main Street acquires securities through its LMM, Private Loan, and Middle Market investment strategies.
Main Street’s LMM investment strategy involves investments in companies that generally have annual
revenues between $10 million and $150 million, and its LMM portfolio investments generally range in size
from $5 million to $75 million. Main Street’s private loan (“Private Loan”) investment strategy involves
investments in companies that are consistent with the size of the companies in its LMM and Middle Market
investment strategies, and its Private Loan investments generally range in size from $10 million to $75 million.
Main Street’s Middle Market investment strategy involves investments in companies that are generally larger
in size than its LMM companies, with annual revenues typically between $150 million and $1.5 billion, and
its Middle Market investments generally range in size from $3 million to $25 million. Main Street’s
investments also include other portfolio investments (“Other Portfolio”) primarily consisting of investments
managed by third parties.
Main Street seeks to fill the financing gap for LMM businesses that have historically had limited access to
financing from commercial banks and other traditional sources. The underserved nature of the LMM creates
the opportunity for Main Street to meet the financing needs of LMM companies while also negotiating
favorable transaction terms and equity participation. Main Street’s ability to invest across a company’s capital
structure, from secured loans to equity securities, allows it to offer portfolio companies a comprehensive suite
of financing options, or a “one stop” financing solution. Providing customized, “one stop” financing solutions
is important to LMM portfolio companies. Main Street generally seeks to partner directly with entrepreneurs,
management teams and business owners in making its LMM investments. Main Street’s 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.
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Private Loan investments primarily consist of debt securities that have primarily been originated directly by
Main Street or, to a lesser extent, by Main Street through 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. Main Street’s Private Loan investments are typically made to support
a company owned by or in the process of being acquired by a private equity sponsor. Private Loan investments
are typically similar in size, structure, terms and conditions to investments
Main Street holds in its LMM
portfolio and Middle Market portfolio. Main Street’s 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. Main Street may also co-invest with the private equity
sponsors in the equity securities of its Private Loan portfolio companies.
Main Street’s Middle Market portfolio investments primarily consist of direct investments in or secondary
purchases of debt securities acquired through a syndicated process in privately held companies based in the
United States that are generally larger in size than the companies included in its LMM portfolio. Main Street’s
Middle Market portfolio debt investments 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.
Main Street’s Other Portfolio investments primarily consist of investments that are not consistent with the
typical profiles for its LMM, Private Loan or Middle Market portfolio investments, including investments
which may be managed by third parties. In its Other Portfolio, Main Street may incur indirect fees and
expenses in connection with investments managed by third parties, such as investments in other investment
companies or private funds.
MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP (“MSMF”) and
Main Street Capital III, LP (“MSC III” and, together with MSMF, the “MSCC Funds”), and each of their
general partners. Each of the MSCC Funds is licensed as a Small Business Investment Company (“SBIC”) by
the United States Small Business Administration (“SBA”).
MSC Adviser
MSC Adviser currently provides discretionary investment advisory and management services to BDCs,
Private Funds and other institutional clients (including through separately managed accounts) that primarily
make investments similar to those made by Main Street, including MSC Income Fund, Inc., a Maryland
Corporation (“MSIF”), a public non-traded BDC.
MSIF
MSIF is an externally managed, non-diversified closed-end investment company that has elected to
be regulated as a BDC under the 1940 Act. MSIF seeks to generate current income through debt and
equity investments, and secondarily, to generate long-term capital appreciation through such equity
and equity-related investments. MSIF’s strategy is to invest primarily in illiquid debt and equity
securities through the Private Loan, LMM and Middle Market investment strategies. MSIF’s Private
Loan, LMM and Middle Market portfolio investments generally range in size from $1 million to $20
million. Typically, MSIF’s investments are made as co-investments with Main Street. MSIF’s
portfolio also includes Other Portfolio investments.
Please see Items 6, 10 and 11 of this Brochure for a further discussion of potential conflicts of interest and
Main Street’s management thereof.
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Except as otherwise described herein, Client assets are managed in accordance with the investment guidelines
and constraints based upon the investment objectives and limitations of that Client as stated in its
organizational and offering documents. MSC Adviser does not generally tailor its investment management
services to the individualized needs of any Client’s investors.
To the extent permitted under the Client’s governing documents and in accordance with applicable law and
regulation, MSC Adviser or an affiliate may, in the future, enter into side letters or other similar agreements
with certain investors in a Client granting such investors terms and conditions that are more favorable than
other investors in such Client, including lower fees. For a detailed discussion of side letters and other terms,
investors should refer to the applicable Client’s Client Documents. However, recent SEC regulations will
generally require that when MSC Adviser negotiates fees, or offers fee waivers, expense caps or similar
arrangements to an investor in a Client after March 2025, it must inform other investors in such Client.
However, MSC Adviser may not be similarly obligated to inform, or offer similar arrangements to, other
Clients or investors in those Clients.
As of December 31, 2023, MSC Adviser had discretionary regulatory assets under management of
approximately $1,450.6 million and approximately $98.4 million of non-discretionary assets under
management.