UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 12, 2023

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Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland	001-33723	41-2230745
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer Identification No.)		1300 Post Oak Boulevard, 8th Floor, Houston, Texas	77056
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(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   713-350-6000

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MAIN	New York Stock Exchange

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 o

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. o

Item 1.01	Entry into a Material Definitive Agreement.

On October 12, 2023, Main Street Capital Corporation (the “Company”), through its wholly owned subsidiary MSCC Funding I, LLC (“MSCC Funding”), entered into a lender joinder agreement (the “EverBank Joinder Agreement”) to the Revolving Credit and Security Agreement by and among MSCC Funding, as borrower, the lenders from time to time party thereto, the Company, as collateral manager, Truist Bank (“Truist”), acting as administrative agent and swingline lender, CitiBank, N.A., acting as collateral agent, document custodian and custodian and Virtus Group, L.P., as collateral administrator (the “SPV Credit Agreement”), to add EverBank, N.A as a lender and increase total commitments under the SPV Credit Agreement from $355 million to $430 million.

The description above is is not complete and is qualified in its entirety by reference to the Everbank Joinder Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K.

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is incorporated by reference herein.

Item 8.01	Other Events.

On October 13, 2023, the Company issued a press release announcing the closing of the EverBank Joinder Agreement and the joinder agreement pursuant to which Western Alliance Bank became a lender under the SPV Credit Agreement, a copy of which is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

10.1	EverBank Joinder Agreement, dated October 12, 2023
99.1	Press Release, dated October13, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Main Street Capital Corporation
Date: October 13, 2023	By:	/s/ Jason B. Beauvais
		Name:    Jason B. Beauvais
		Title:      General Counsel

Document

Exhibit 10.1

Certain portions of this document have been omitted pursuant to Items 601(b)(10)(vi) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. A copy of any omitted portion will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

Lender Joinder Agreement

October 12, 2023

This Lender Joinder Agreement (this “Joinder”) is delivered pursuant to Section 2.18 of that certain Revolving Credit and Security Agreement dated as of November 22, 2022 (as the same may from time to time be amended, restated, supplemented, waived or modified, the “Credit Agreement”) among MSCC Funding I, LLC, a Delaware limited liability company, as borrower (the “Borrower”); Main Street Capital Corporation, a Maryland corporation, as the collateral manager (the “Collateral Manager”); the Lenders from time to time party thereto; Truist Bank (“Truist”), as administrative agent for the Secured Parties (the “Administrative Agent”) and as Swingline Lender (in such capacity, the “Swingline Lender”); Citibank, N.A., as collateral agent for the Secured Parties (the “Collateral Agent”), as custodian (in such capacity, together with its successors and assigns, the “Custodian”) and as document custodian (in such capacity, together with its successors and assigns, the “Document Custodian”); and Virtus Group, LP, as collateral administrator (the “Collateral Administrator”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

The Lender party hereto (the “Additional Lender”) agrees as follows:

1.    The Additional Lender agrees to become a Lender and to be bound by the terms of the Credit Agreement as a “Lender”.

2.    The Additional Lender: (a) confirms that it has received a copy of the Credit Agreement and the other Facility Documents, together with copies of any financial statements delivered pursuant to Section 5.01(d) of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder and the Credit Agreement; (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under or in connection with any of the Facility Documents; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Facility Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Facility Documents are required to be performed by it as a Lender; (e) acknowledges that it is required to be a Qualified Purchaser for purposes of the Investment Company Act and a QIB for purposes of the Securities Act at the time it becomes a Lender and on each date on which an Advance is made under the Credit Agreement; and (f) represents and warrants to the Borrower and the Agents that it is a Qualified Purchaser and a QIB.

3.    Following the execution of this Joinder, this Joinder will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date for this Joinder (the “Effective Date”) shall be the date recited above, unless otherwise specified on Schedule I.

4.    Upon such execution and delivery, as of the Effective Date, the Additional Lender shall (a) be a party to the Credit Agreement and the other Facility Documents and have the rights and obligations of a Lender thereunder; and (b) have a Commitment as specified on Schedule I.

5.    Each of the parties to this Joinder agrees and acknowledges that upon delivery of this Joinder, the Borrower shall be deemed to have requested a borrowing from the Additional Lender on such date (the “Joinder Advance”) in an amount such that, after giving effect thereto, the Advances outstanding shall be funded by the Lenders pro rata in accordance with their Commitments as a percentage of all Commitments with the proceeds of such Joinder Advance to be paid by the Additional Lender (i) to the Administrative Agent (for the benefit of the Lenders) at such address as specified to the Additional Lender to the extent necessary to reallocate Advances outstanding and (ii) otherwise as the Borrower shall direct.

6.    This Joinder shall be governed by, and construed in accordance with, the laws of the State of New York.

7.    This Joinder may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Joinder by facsimile or email (with a PDF copy attached) shall be effective as delivery of a manually executed counterpart of this Joinder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

WITNESS my hand on this 12th day of October 2023.

EVERBANK, N.A., as an <br>Additional Lender
By:	/s/ Martin O’Brien
	Name:	Martin O’Brien
	Title:	Director

ACCEPTED AND APPROVED:

TRUIST BANK, as the Administrative Agent
By:	/s/ Jason Meyer
	Name:	Jason Meyer
	Title:	Managing Director

CONSENTED TO:

MSCC FUNDING I, LLC, as Borrower
By:	Main Street Capital Corporation, its sole member
By:	/s/ Jesse E. Morris
	Name:	Jesse E. Morris
	Title:	Chief Financial Officer and Chief Operating Officer

SCHEDULE I to JOINDER

ADDITIONAL LENDER
Lender:	EverBank, N.A.
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Additional Lender’s Commitment:	$75,000,000
Notice Information:	EverBank, N.A.<br><br>10000 Midlantic Drive, Suite 400 E<br><br>Mount Laurel, NJ 08054<br><br>Attention: [***]<br>Telephone: [***]<br>Email: [***]

Document

Exhibit 99.1

NEWS RELEASE
Contacts:<br><br>Main Street Capital Corporation<br><br>Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com<br><br>Jesse E. Morris, CFO and COO, jmorris@mainstcapital.com<br><br>713-350-6000<br><br>Dennard Lascar Investor Relations<br><br>Ken Dennard / ken@dennardlascar.com<br><br>Zach Vaughan / zvaughan@dennardlascar.com<br><br>713-529-6600

Main Street Announces

Increase in Commitments Under its SPV Credit Facility

Total Commitments Increased to $430 Million

HOUSTON, October 13, 2023 – Main Street Capital Corporation (NYSE: MAIN) (“Main Street”) is pleased to announce that its wholly owned subsidiary, MSCC Funding I, LLC (the “SPV”), has expanded its senior secured revolving credit facility (the “SPV Credit Facility”) from $255.0 million to $430.0 million. The $175.0 million increase in total commitments was the result of the addition of two new lender relationships under the SPV Credit Facility. The recent increase in total commitments was executed under the accordion feature of the SPV Credit Facility, which allows for an increase up to $450.0 million in total commitments under the facility from new and existing lenders on the same terms and conditions as the existing commitments. The recent increase in total commitments under the SPV Credit Facility provides Main Street with access to additional financing capacity to fund the future growth of its investment portfolio and for general corporate purposes.

Dwayne L. Hyzak, Main Street’s Chief Executive Officer, commented, “We are very pleased that we were able to diversify our lender group and significantly expand the commitments under our SPV credit facility. These new commitments provide us with $175 million of additional debt capital, which when combined with over $80 million of new equity capital raised under our at-the-market, or ATM, equity issuance program during the third quarter of 2023, has significantly increased our overall liquidity available to fund the continued growth of our investment portfolio and provided us additional flexibility with our overall capital structure. The confidence shown by these new lending relationships is greatly appreciated.”

ABOUT MAIN STREET CAPITAL CORPORATION

Main Street (www.mainstcapital.com) is a principal investment firm that primarily provides long-term debt and equity capital to lower middle market companies and debt capital to 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 diverse industry sectors. Main Street seeks to partner with entrepreneurs, business owners and management teams and generally provides “one stop” financing alternatives within its lower middle market investment strategy. Main Street’s lower middle market companies generally have annual revenues between $10 million and $150 million. Main Street’s middle market debt investments are made in businesses that are generally larger in size than its lower middle market portfolio companies.

Main Street, through its wholly owned portfolio company MSC Adviser I, LLC (“MSC Adviser”), also maintains an asset management business through which it manages investments for external parties. MSC Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

FORWARD-LOOKING STATEMENTS

This press release may contain certain forward-looking statements, including but not limited to the availability of future financing capacity under the credit facilities, which are based upon Main Street management’s current expectations and are inherently uncertain. Any such statements other than statements of historical fact are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under Main Street’s control, and that Main Street may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual performance and results could vary materially from these estimates and projections of the future as a result of a number of factors, including those described from time to time in Main Street’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made and are based on information available to Main Street as of the date hereof and are qualified in their entirety by this cautionary statement. Main Street assumes no obligation to revise or update any such statement now or in the future.

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