Amendment to Tender Offer Statement Form SC TO I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

MONROE CAPITAL INCOME PLUS CORPORATION

(Name of Subject Company (Issuer))

MONROE CAPITAL INCOME PLUS CORPORATION

(Names of filing Person (Offeror and Issuer))

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

Theodore L. Koenig

Chief Executive Officer

311 South Wacker Drive, Suite 6400

Chicago, Illinois 60606

(312) 258-8300

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing person)

Copy to:

Steven B. Boehm, Esq.

Stephani M. Hildebrandt, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW

Washington, DC 20001

(202) 383-0100

o Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o Third-party tender offer subject to Rule 14d-1.

xIssuer tender offer subject to Rule 13e-4.

oGoing-private transaction subject to Rule 13e-3.

oAmendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

oRule 13e-4(i) (Cross-Border Issuer Tender Offer)

oRule 14d-1(d) (Cross-Border Third-Party Tender Offer)

FINAL AMENDMENT TO TENDER OFFER STATEMENT

This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 29, 2024, by Monroe Capital Income Plus Corporation, a Maryland corporation (the "Company," "MCIP,""our," "we," or "us"), in connection with the offer by the Company to purchase 8,248,789 shares (the "Shares") of our issued and outstanding common stock, par value $0.001 per share ("Common Stock"). The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated August 29, 2024, and the related Letter of Transmittal (together, the "Offer"). The Offer expired at 11:59 P.M., Eastern Time, on September 26, 2024 and approximately 1,752,159.766 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. The Company purchased all Shares validly tendered and not withdrawn at a price equal to $10.34 per Share for an aggregate purchase price of approximately $18,117,331.96.

ITEM 12(b). FILING FEE

Filing Fee Exhibit

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 30, 2024

	MONROE CAPITAL INCOME PLUS CORPORATION
	By:	/s/ Lewis W. Solimene, Jr.
		Name: Lewis W. Solimene, Jr.
		Title: Chief Financial Officer and Chief Investment Officer