Quarterly report [Sections 13 or 15(d)]

DEBT

v3.25.3
DEBT
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
Summary of Main Street’s debt as of September 30, 2025 is as follows:
Outstanding
Balance
Unamortized Debt
Issuance Costs (1)
 Recorded Value
Estimated
Fair Value (2)
(in thousands)
Corporate Facility $ 135,000  $ —  $ 135,000  $ 135,000 
SPV Facility 76,000  —  76,000  76,000 
July 2026 Notes
 500,000  (417) 499,583  493,740 
June 2027 Notes
 400,000  (503) 399,497  409,236 
August 2028 Notes
 350,000  (2,152) 347,848  351,565 
March 2029 Notes
 350,000  (2,459) 347,541  367,059 
SBIC debentures 350,000  (5,701) 344,299  306,310 
Total Debt $ 2,161,000  $ (11,232) $ 2,149,768  $ 2,138,910 
___________________________
(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the July 2026 Notes, June 2027 Notes, August 2028 Notes, March 2029 Notes and SBIC debentures are reflected as contra-liabilities on the Consolidated Balance Sheets.
(2)Estimated fair value for outstanding debt is shown as if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.12. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.
Summary of Main Street’s debt as of December 31, 2024 is as follows:
Outstanding
Balance		 Unamortized Debt
Issuance Costs (1)		 Recorded Value Estimated
Fair Value (2)
(in thousands)
Corporate Facility $ 208,000  $ —  $ 208,000  $ 208,000 
SPV Facility 176,000  —  176,000  176,000 
July 2026 Notes
 500,000  (812) 499,188  482,180 
June 2027 Notes
 400,000  (718) 399,282  407,388 
March 2029 Notes
 350,000  (2,998) 347,002  364,959 
SBIC debentures 350,000  (6,583) 343,417  298,250 
December 2025 Notes
 150,000  (518) 149,482  149,940 
Total Debt $ 2,134,000  $ (11,629) $ 2,122,371  $ 2,086,717 
___________________________
(1)The unamortized debt issuance costs for the Credit Facilities are reflected as Deferred financing costs on the Consolidated Balance Sheets, while the deferred debt issuance costs related to the July 2026 Notes, June 2027 Notes, March 2029 Notes, SBIC debentures and December 2025 Notes are reflected as contra-liabilities on the Consolidated Balance Sheets.
(2)Estimated fair value for outstanding debt is shown as if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.12. — Summary of Significant Accounting Policies — Fair Value of Financial Instruments.
Summarized interest expense for the three and nine months ended September 30, 2025 and 2024 is as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
(in thousands)
Corporate Facility $ 4,107  $ 8,551  $ 14,431  $ 20,071 
SPV Facility 3,033  3,941  10,621  8,715 
July 2026 Notes
 3,882  3,882  11,645  11,645 
June 2027 Notes
 6,572  5,316  19,715  6,790 
August 2028 Notes
 2,452  —  2,452  — 
March 2029 Notes
 6,261  6,261  18,783  18,008 
SBIC debentures 3,166  2,492  9,452  7,472 
December 2025 Notes
 2,999  3,031  9,060  9,092 
May 2024 Notes
 —  —  —  7,618 
Total Interest Expense $ 32,472  $ 33,474  $ 96,159  $ 89,411 
A summary of Main Street’s average amount of total borrowings outstanding and overall weighted-average effective interest rate including amortization of debt issuance costs, original issuance discounts and premiums and fees on unused lender commitments are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
(dollars in millions)
Weighted-average borrowings outstanding $ 2,242.1  $ 2,194.5  $ 2,208.9  $ 2,046.6 
Weighted-average effective interest rate 5.8  % 6.1  % 5.8  % 5.8  %
Corporate Facility
Main Street maintains a multi-year revolving credit facility (the “Corporate Facility”) to provide additional liquidity to support its investment and operational activities. In April 2025, Main Street entered into an amendment to the Corporate Facility to, among other things: (i) decrease the interest rate to the applicable SOFR plus a credit spread adjustment of 0.10% plus (a) 1.775% prior to satisfying certain step-down conditions or (b) 1.65% after satisfying certain step-down conditions, (ii) increase the revolving commitments to $1.145 billion, (iii) increase the accordion feature providing Main Street with the right to request increases in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments to up to a total of $1.718 billion and (iv) extend the revolving period and final maturity date through April 2029 and to April 2030, respectively.
As of September 30, 2025, the Corporate Facility included (i) total commitments of $1.145 billion from a diversified group of 19 lenders, (ii) an accordion feature with the right to request an increase in commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $1.718 billion and (iii) a revolving period through April 2029 and a final maturity date in April 2030.
As of September 30, 2025, borrowings under the Corporate Facility bore interest, subject to Main Street’s election and resetting on a monthly basis on the first of each month, at a rate equal to the applicable SOFR plus a credit spread adjustment of 0.10% plus 1.775% (or 1.65% after satisfying certain step-down conditions in the future). Main Street pays unused commitment fees of 0.25% on the unused lender commitments under the Corporate Facility. The Corporate Facility is secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership and assets of the Funds, the Structured Subsidiaries and the External Investment Manager. In connection with the Corporate Facility, MSCC has made customary representations and warranties and is subject to certain leverage and borrowing base limitations, covenants, reporting and other requirements customary for similar credit facilities.
As of September 30, 2025, the interest rate for borrowings on the Corporate Facility was 6.2%. The average interest rate for borrowings under the Corporate Facility was 6.2% and 7.3% for the three months ended September 30, 2025 and 2024, respectively, and 6.2% and 7.3% for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, Main Street was in compliance with all financial covenants of the Corporate Facility.
SPV Facility
Main Street, through MSCC Funding I, LLC (“MSCC Funding”), a wholly-owned Structured Subsidiary that primarily holds debt investments, maintains a special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”) to finance its investment and operational activities. In April 2025, Main Street entered into an amendment to the SPV Facility to, among other things: (i) decrease the interest rate to the applicable SOFR plus an applicable margin of (a) 1.95% during the revolving period (from 2.35%), (b) 2.075% for the first year following the end of the revolving period (from 2.475%) and (c) 2.20% for the second year following the end of the revolving period (from 2.60%), (ii) extend the revolving period from through September 2027 to through September 2028, (iii) extend the final maturity date from September 2029 to September 2030 and (iv) decrease the unused fee to 0.40% (from 0.50%) on the unused amount up to 50% (from 35%) of the commitment amount.
As of September 30, 2025, the SPV Facility included (i) total commitments of $600.0 million from a diversified group of six lenders, (ii) an accordion feature providing MSCC Funding with the right to request increases in commitments under the facility, subject to the satisfaction of various conditions, from new and existing lenders on the same terms and conditions as the existing commitments to up to a total of $800.0 million and (iii) a revolving period through September 2028 and a final maturity date in September 2030. Advances under the SPV Facility bear interest at a rate equal to the applicable SOFR in effect, plus an applicable margin of 1.95% during the revolving period and 2.075% and 2.20% during the first and second years thereafter, respectively. MSCC Funding pays a commitment fee of 0.40% on the unused lender commitments up to 50% of the total lender commitments and 0.75% on the unused lender commitments greater than 50% of the total lender commitments. The SPV Facility is secured by a first lien loan on the assets of MSCC Funding and its subsidiaries. In connection with the SPV Facility, MSCC Funding has made customary representations and warranties and is subject to certain leverage and borrowing base limitations, covenants, reporting and other requirements customary for similar credit facilities.
As of September 30, 2025, the interest rate for borrowings on the SPV Facility was 6.2%. The average interest rate for borrowings under the SPV Facility was 6.3% and 7.9% for the three months ended September 30, 2025 and 2024, respectively, and 6.4% and 7.9% for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, MSCC Funding was in compliance with all financial covenants of the SPV Facility.
MSCC Funding’s balance sheets as of September 30, 2025 and December 31, 2024 are as follows:
Balance Sheets
(in thousands)
September 30, 2025 December 31, 2024
(Unaudited)
ASSETS
Investments at fair value:
Control investments (cost: $13,483 as of September 30, 2025)
 $ 13,483  $ — 
Non-Control investments (cost: $324,606 and $351,053 as of September 30, 2025 and December 31, 2024, respectively)
 324,381  350,892 
Total investments (cost: $338,089 and $351,053 as of September 30, 2025 and December 31, 2024, respectively)
 337,864  350,892 
Cash and cash equivalents 6,493  11,212 
Interest and dividend receivable and other assets 2,904  4,124 
Deferred financing costs (net of accumulated amortization of $7,460 and $1,859 as of September 30, 2025 and December 31, 2024, respectively)
 7,460  6,512 
Total assets $ 354,721  $ 372,740 
LIABILITIES
SPV Facility $ 76,000  $ 176,000 
Accounts payable and other liabilities to affiliates —  65 
Interest payable 635  1,229 
Total liabilities 76,635  177,294 
NET ASSETS
Contributed capital 203,939  138,088 
Total undistributed earnings 74,147  57,358 
Total net assets 278,086  195,446 
Total liabilities and net assets $ 354,721  $ 372,740 
MSCC Funding’s statements of operations for the three and nine months ended September 30, 2025 and 2024 are as follows:
Statements of Operations
(in thousands)
(Unaudited)
Three Months Ended
September 30,		 Nine Months Ended
September 30,
2025 2024 2025 2024
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments $ 125  $ —  $ 125  $ — 
Non‑Control/Non‑Affiliate investments 10,029  11,179  31,117  32,365 
Total investment income 10,154  11,179  31,242  32,365 
EXPENSES:
Interest (3,033) (3,941) (10,621) (8,715)
Management fee to MSCC (459) (418) (1,203) (1,218)
General and administrative (11) (20) (127) (56)
Total expenses (3,503) (4,379) (11,951) (9,989)
NET INVESTMENT INCOME 6,651  6,800  19,291  22,376 
NET REALIZED GAIN (LOSS):
Control investments (2,481) —  (2,481) — 
Total net realized loss (2,481) —  (2,481) — 
NET UNREALIZED APPRECIATION (DEPRECIATION):
Control investments 3,605  —  3,605  — 
Non‑Control/Non‑Affiliate investments (1,379) (2,403) (3,669) (3,649)
Total net unrealized appreciation (depreciation) 2,226  (2,403) (64) (3,649)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 6,396  $ 4,397  $ 16,746  $ 18,727 
July 2026 Notes
In January 2021, Main Street issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “July 2026 Notes”) at an issue price of 99.004%. Subsequently, in October 2021, Main Street issued an additional $200.0 million in aggregate principal amount of the July 2026 Notes at an issue price of 101.741%. The July 2026 Notes issued in October 2021 have identical terms as, and are a part of a single series with, the July 2026 Notes issued in January 2021. The July 2026 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The July 2026 Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The July 2026 Notes bear interest at a rate of 3.00% per year payable semiannually on January 14 and July 14 of each year.
As of September 30, 2025, Main Street was in compliance with all covenants and other requirements of the July 2026 Notes.
June 2027 Notes
In June 2024, Main Street issued $300.0 million in aggregate principal amount of 6.50% unsecured notes due June 4, 2027 (the “June 2027 Notes”) at an issue price of 99.793%. Subsequently, in September 2024, Main Street issued an additional $100.0 million in aggregate principal amount of the June 2027 Notes at a public offering price of 102.134% resulting in a yield-to-maturity of 5.617% on such issuance. The $400.0 million of outstanding June 2027 Notes bear interest at 6.50% per year with a yield-to-maturity of 6.34%. The June 2027 Notes issued in September 2024 have identical terms as, and are a part of a single series with, the June 2027 Notes issued in June 2024. The June 2027 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The June 2027 Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The June 2027 Notes bear interest at a rate of 6.50% per year payable semiannually on June 4 and December 4 of each year.
As of September 30, 2025, Main Street was in compliance with all covenants and other requirements of the June 2027 Notes.
August 2028 Notes
In August 2025, Main Street issued $350.0 million in aggregate principal amount of 5.40% unsecured notes due August 15, 2028 (the “August 2028 Notes”) at an issue price of 99.989%. The August 2028 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The August 2028 Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The August 2028 Notes bear interest at a rate of 5.40% per year payable semiannually on February 15 and August 15 of each year.
As of September 30, 2025, Main Street was in compliance with all covenants and other requirements of the August 2028 Notes.
March 2029 Notes
In January 2024, Main Street issued $350.0 million in aggregate principal amount of 6.95% unsecured notes due March 1, 2029 (the “March 2029 Notes”) at an issue price of 99.865%. The March 2029 Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness. The March 2029 Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The March 2029 Notes bear interest at a rate of 6.95% per year payable semiannually on March 1 and September 1 of each year.
As of September 30, 2025, Main Street was in compliance with all covenants and other requirements of the March 2029 Notes.
SBIC Debentures
Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Under existing SBA-approved commitments, Main Street, through the Funds, had $350.0 million of outstanding SBIC debentures as of both September 30, 2025 and December 31, 2024. SBIC debentures provide for interest to be paid semiannually, with principal due at the applicable 10-year maturity date of each debenture. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. The weighted-average annual interest rate on the SBIC debentures was 3.3% as of both September 30, 2025 and December 31, 2024. The first principal maturity due under the existing SBIC debentures is in 2027, and the weighted-average remaining duration as of September 30, 2025 was 4.9 years. In accordance with SBIC regulations, the Funds are precluded from incurring additional non-SBIC debt without the prior approval of the SBA. Main Street expects to maintain SBIC debentures under the SBIC program in the future, subject to periodic repayments and borrowings, in an amount up to the regulatory maximum amount for affiliated SBIC funds.
As of September 30, 2025, the SBIC debentures consisted of (i) $175.0 million par value of SBIC debentures issued by MSMF, with a recorded value of $170.8 million net of unamortized debt issuance costs of $4.2 million, and (ii) $175.0 million par value of SBIC debentures issued by MSC III, with a recorded value of $173.5 million net of unamortized debt issuance costs of $1.5 million.
May 2024 Notes
In May 2024, Main Street repaid the $450.0 million principal amount of the issued and outstanding 5.20% unsecured notes (the “May 2024 Notes”) at maturity at par value plus the accrued and unpaid interest.
December 2025 Notes
In September 2025, Main Street repaid the $100.0 million principal amount of the issued and outstanding 7.84% Series A unsecured notes (the “December 2025 Series A Notes”) and the $50.0 million principal amount of the issued and outstanding 7.53% Series B unsecured notes (the “December 2025 Series B Notes” and, together with the December 2025 Series A Notes, the “December 2025 Notes”) prior to maturity at par value plus the accrued and unpaid interest. The December 2025 Notes were due to mature on December 23, 2025.