MidCap Financial Investment Corporation (NASDAQ: MFIC) or the
“Company,” today announced financial results for its quarter ended
September 30, 2023. The Company’s net investment income was $0.43
per share for the quarter ended September 30, 2023, compared to
$0.44 per share for the quarter ended June 30, 2023. The Company’s
net asset value (“NAV”) was $15.28 per share as of September 30,
2023, compared to $15.20 as of June 30, 2023.
On November 7, 2023, the Board of Directors (the
“Board”) declared a dividend of $0.38 per share payable on December
28, 2023 to shareholders of record as of December 12, 2023.
Mr. Tanner Powell, the Company’s Chief Executive
Officer, commented, “We are pleased to report another strong
quarter of results as well as some key strategic initiatives. We
are excited to announce transformative merger agreements with two
funds managed by Apollo which, if both mergers successfully close,
will grow MFIC’s net assets by over 40% and will enhance economics
for our shareholders. We closed our first CLO transaction which
priced favorably compared to other recent middle market CLO’s, a
reflection of the strong quality of our corporate lending assets.”
Mr. Powell continued, “We also reported a good quarter including
strong net investment income, an increase in net asset value, and
continued stable credit quality. It is clear from these results
that we are reaping the rewards of our multi-year focus on
investing in true first lien middle market loans sourced by MidCap
Financial, a leading middle market lender managed by Apollo.”
Mr. Gregory W. Hunt, the Company’s Chief
Financial Officer, said, “We are pleased to announce MFIC’s first
CLO transaction which closed in early November which enhances our
liquidity position with long-term financing and diversifies our
sources of funding at an attractive all-in cost. We benefited from
MidCap Financial and Apollo Global’s experience in CLO management
and structuring.”
___________________
(1) |
|
Commitments made for the corporate lending portfolio. |
(2) |
|
The Company’s net leverage ratio is defined as debt outstanding
plus payable for investments purchased, less receivable for
investments sold, less cash and cash equivalents, less foreign
currencies, divided by net assets. |
(3) |
|
The dividend is payable on December 28, 2023 to stockholders of
record on December 12, 2023. |
(4) |
|
The Company has issued a separate press release and posted a
presentation on its website which provide additional detail on the
merger announcement. The Company's Joint Proxy Statement (as
defined below) and Registration Statement (as defined below) that
it will file with the SEC in the coming weeks will also contain
important information on the Mergers. |
|
|
|
FINANCIAL HIGHLIGHTS
($ in billions, except per share data) |
|
September 30, 2023 |
|
|
June 30,2023 |
|
|
March 31,2023 |
|
|
December 31, 2022 |
|
|
September 30, 2022 |
Total assets |
|
$ |
2.46 |
|
|
$ |
2.50 |
|
|
$ |
2.49 |
|
|
$ |
2.53 |
|
|
$ |
2.57 |
Investment portfolio (fair value) |
|
$ |
2.37 |
|
|
$ |
2.41 |
|
|
$ |
2.39 |
|
|
$ |
2.40 |
|
|
$ |
2.46 |
Debt outstanding |
|
$ |
1.43 |
|
|
$ |
1.48 |
|
|
$ |
1.47 |
|
|
$ |
1.48 |
|
|
$ |
1.50 |
Net assets |
|
$ |
0.99 |
|
|
$ |
0.99 |
|
|
$ |
0.99 |
|
|
$ |
0.99 |
|
|
$ |
1.01 |
Net asset value per share |
|
$ |
15.28 |
|
|
$ |
15.20 |
|
|
$ |
15.18 |
|
|
$ |
15.10 |
|
|
$ |
15.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt-to-equity ratio |
|
|
1.44 x |
|
|
|
1.49 x |
|
|
|
1.48 x |
|
|
|
1.50 x |
|
|
|
1.49 x |
Net leverage ratio (1) |
|
|
1.40 x |
|
|
|
1.45 x |
|
|
|
1.41 x |
|
|
|
1.41 x |
|
|
|
1.42 x |
___________________
(1) The Company’s net leverage ratio is defined
as debt outstanding plus payable for investments purchased, less
receivable for investments sold, less cash and cash equivalents,
less foreign currencies, divided by net assets.
PORTFOLIO AND INVESTMENT
ACTIVITY
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(in millions)* |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Investments made in portfolio companies |
|
$ |
30.3 |
|
|
$ |
113.0 |
|
|
$ |
283.0 |
|
|
$ |
560.8 |
|
Investments sold |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9.7 |
) |
Net activity before repaid investments |
|
|
30.3 |
|
|
|
113.0 |
|
|
|
283.0 |
|
|
|
551.1 |
|
Investments repaid |
|
|
(72.9 |
) |
|
|
(196.0 |
) |
|
|
(323.7 |
) |
|
|
(644.6 |
) |
Net investment activity |
|
$ |
(42.6 |
) |
|
$ |
(82.9 |
) |
|
$ |
(40.7 |
) |
|
$ |
(93.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio companies, at beginning of period |
|
|
150 |
|
|
|
140 |
|
|
|
135 |
|
|
|
139 |
|
Number of investments in new portfolio companies |
|
|
2 |
|
|
|
1 |
|
|
|
22 |
|
|
|
14 |
|
Number of exited companies |
|
|
(3 |
) |
|
|
(5 |
) |
|
|
(8 |
) |
|
|
(17 |
) |
Portfolio companies at end of period |
|
|
149 |
|
|
|
136 |
|
|
|
149 |
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of investments in existing portfolio companies |
|
|
32 |
|
|
|
51 |
|
|
|
68 |
|
|
|
82 |
|
___________________
* Totals may not foot due to rounding.
OPERATING RESULTS
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(in millions)* |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Net investment income |
|
$ |
27.9 |
|
|
$ |
22.6 |
|
|
$ |
86.2 |
|
|
$ |
73.0 |
|
Net realized and change in unrealized gains (losses) |
|
|
2.1 |
|
|
|
(6.6 |
) |
|
|
(0.7 |
) |
|
|
(47.1 |
) |
Net increase in net assets resulting from operations |
|
$ |
30.0 |
|
|
$ |
16.0 |
|
|
$ |
85.5 |
|
|
$ |
25.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(per share)* (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income on per average share basis |
|
$ |
0.43 |
|
|
$ |
0.35 |
|
|
$ |
1.32 |
|
|
$ |
1.14 |
|
Net realized and change in unrealized gain (loss) per share |
|
|
0.03 |
|
|
|
(0.10 |
) |
|
|
(0.01 |
) |
|
|
(0.74 |
) |
Earnings per share — basic |
|
$ |
0.46 |
|
|
$ |
0.25 |
|
|
$ |
1.31 |
|
|
$ |
0.40 |
|
___________________
* Totals may not foot due to rounding.
(1) Based on the weighted average number of
shares outstanding for the period presented.
SHARE REPURCHASE PROGRAM *
During the three months ended September 30,
2023, the Company did not repurchase any shares.
Since the inception of the share repurchase
program and through November 6, 2023, the Company repurchased
15,593,120 shares at a weighted average price per share of $15.91,
inclusive of commissions, for a total cost of $248.1 million,
leaving a maximum of $26.9 million available for future purchases
under the current Board authorization of $275 million.
* Share figures have been adjusted for the
1-for-3 reverse stock split which was completed after market close
on November 30, 2018.
LIQUIDITY
As of September 30, 2023, the Company’s
outstanding debt obligations, excluding deferred financing cost and
debt discount of $3.4 million, totaled $1.438 billion which was
comprised of $350 million of Senior Unsecured Notes (the “2025
Notes”) which will mature on March 3, 2025, $125 million of
Unsecured Notes (the “2026 Notes”) which will mature on July 16,
2026 and $962.9 million outstanding under the multi-currency
revolving credit facility (the “Facility”). As of September 30,
2023, $60.6 million in standby letters of credit were issued
through the Facility. The available remaining capacity under the
Facility was $681.6 million as of September 30, 2023, which is
subject to compliance with a borrowing base that applies different
advance rates to different types of assets in the Company’s
portfolio.
On November 2, 2023, the Company completed a
$402.36 million term debt securitization (the "2023 Debt
Securitization"), a form of secured financing incurred by MFIC
Bethesda CLO 1 LLC (the "CLO Issuer"), an indirect wholly owned,
consolidated subsidiary of the Company. The notes offered by the
CLO Issuer in connection with the 2023 Debt Securitization consist
of $232 million of AAA(sf) Class A-1 Senior Secured Floating Rate
Notes due 2035, which bear interest at the three-month SOFR plus
2.40%, $16 million of AAA(sf) Class A-2 Senior Secured Floating
Rate Notes due 2035, which bear interest at three-month SOFR plus
2.90% and $154.36 million of Subordinated notes due 2135, which do
not bear interest. The notes offered in the transaction (the
“Notes”) are structured as follows:
Class |
Par Amount($ in millions) |
% of Capital Structure |
Coupon |
Expected Rating (S&P/Fitch) |
Price |
Class A-1 Notes |
$232.00 |
57.7% |
3-month SOFR+ 2.40% |
AAA/AAA |
100.00% |
Class A-2
Notes |
16.00 |
4.0% |
3-month
SOFR+ 2.90% |
AAA/- |
100.00% |
Subordinated Notes |
154.36 |
38.4% |
N/A |
NR |
100.00% |
Total |
$402.36 |
|
|
|
|
|
|
|
|
|
|
The 2023 Debt Securitization is backed by a
diversified portfolio of middle-market commercial loans, which the
CLO Issuer purchased from the Company pursuant to a loan sale
agreement entered into on the closing date of the 2023 Debt
Securitization using the proceeds of the 2023 Debt Securitization.
The Company retained all Class A-2 Notes and all Subordinated Notes
and the proceeds from the CLO transaction were used to repay
borrowings under the Company’s Facility. The Company serves as
collateral manager to the CLO Issuer, Deutsche Bank Securities Inc.
acted as initial purchaser and Apollo Global Securities, LLC acted
as placement agent.
CONFERENCE CALL / WEBCAST AT 8:30 AM EST
ON NOVEMBER 8, 2023
The Company will host a conference call on
Wednesday, November 8, 2023, at 8:30 a.m. Eastern Time. All
interested parties are welcome to participate in the conference
call by dialing (800) 274-8461 approximately 5-10 minutes prior to
the call; international callers should dial (203) 518-9848.
Participants should reference either MidCap Financial Investment
Corporation Earnings or Conference ID: MFIC1108 when prompted. A
simultaneous webcast of the conference call will be available to
the public on a listen-only basis and can be accessed through the
Events Calendar in the Shareholders section of our website at
www.midcapfinancialic.com. Following the call, you may access a
replay of the event either telephonically or via audio webcast. The
telephonic replay will be available approximately two hours after
the live call and through November 29, 2023, by dialing (888)
566-0184; international callers should dial (402) 351-0788. A
replay of the audio webcast will also be available later that same
day. To access the audio webcast please visit the Events Calendar
in the Shareholders section of our website at
www.midcapfinancialic.com.
SUPPLEMENTAL INFORMATION
The Company provides a supplemental information
package to offer more transparency into its financial results and
make its reporting more informative and easier to follow. The
supplemental package is available in the Shareholders section of
the Company’s website under Presentations at
www.midcapfinancialic.com.
Our portfolio composition and weighted average
yields as of September 30, 2023, June 30, 2023, March 31, 2023,
December 31, 2022, and September 30, 2022 were as follows:
|
|
September 30, 2023 |
|
June 30,2023 |
|
March 31,2023 |
|
|
December 31, 2022 |
|
|
September 30, 2022 |
Portfolio composition, at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien secured debt |
|
|
88% |
|
|
88% |
|
|
89% |
|
|
89% |
|
|
87% |
Second lien secured debt |
|
|
3% |
|
|
3% |
|
|
3% |
|
|
3% |
|
|
4% |
Total secured debt |
|
|
91% |
|
|
91% |
|
|
92% |
|
|
92% |
|
|
91% |
Unsecured debt |
|
|
—% |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
—% |
Structured products and other |
|
|
2% |
|
|
2% |
|
|
0% |
|
|
0% |
|
|
0% |
Preferred equity |
|
|
1% |
|
|
1% |
|
|
2% |
|
|
2% |
|
|
2% |
Common equity/interests and warrants |
|
|
6% |
|
|
6% |
|
|
6% |
|
|
6% |
|
|
7% |
Weighted average yields, at amortized cost
(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien secured debt (2) |
|
|
11.9% |
|
|
11.7% |
|
|
11.4% |
|
|
10.8% |
|
|
9.6% |
Second lien secured debt (2) |
|
|
14.4% |
|
|
14.2% |
|
|
13.7% |
|
|
13.2% |
|
|
11.8% |
Total secured debt (2) |
|
|
12.0% |
|
|
11.8% |
|
|
11.4% |
|
|
10.9% |
|
|
9.6% |
Unsecured debt portfolio (2) |
|
|
—% |
|
|
10.0% |
|
|
10.0% |
|
|
10.0% |
|
|
—% |
Total debt portfolio (2) |
|
|
12.0% |
|
|
11.8% |
|
|
11.4% |
|
|
10.9% |
|
|
9.6% |
Total portfolio (3) |
|
|
10.1% |
|
|
10.0% |
|
|
9.7% |
|
|
9.3% |
|
|
8.0% |
Interest rate type, at fair value (4): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate amount |
|
$ |
0.0 billion |
|
$ |
0.0 billion |
|
$ |
0.0 billion |
|
$ |
0.0 billion |
|
$ |
0.0 billion |
Floating rate amount |
|
$ |
2.0 billion |
|
$ |
2.1 billion |
|
$ |
2.1 billion |
|
$ |
2.0 billion |
|
$ |
2.0 billion |
Fixed rate, as percentage of total |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
1% |
Floating rate, as percentage of total |
|
|
100% |
|
|
100% |
|
|
100% |
|
|
100% |
|
|
99% |
Interest rate type, at amortized cost (4): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate amount |
|
$ |
0.0 billion |
|
$ |
0.0 billion |
|
$ |
0.0 billion |
|
$ |
0.0 billion |
|
$ |
0.0 billion |
Floating rate amount |
|
$ |
2.1 billion |
|
$ |
2.1 billion |
|
$ |
2.1 billion |
|
$ |
2.0 billion |
|
$ |
2.0 billion |
Fixed rate, as percentage of total |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
1% |
Floating rate, as percentage of total |
|
|
100% |
|
|
100% |
|
|
100% |
|
|
100% |
|
|
99% |
(1) |
|
An investor’s yield may be lower than the portfolio yield due to
sales loads and other expenses. |
(2) |
|
Exclusive of investments on non-accrual status. |
(3) |
|
Inclusive of all income generating investments, non-income
generating investments and investments on non-accrual status. |
(4) |
|
The interest rate type information is calculated using the
Company’s corporate debt portfolio and excludes aviation and
investments on non-accrual status. |
|
MIDCAP
FINANCIAL INVESTMENT CORPORATION STATEMENTS OF
ASSETS AND LIABILITIES (In thousands, except share
and per share data) |
|
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
|
|
(Unaudited) |
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Investments at fair value: |
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments (cost — $2,043,931 and
$2,019,573, respectively) |
|
$ |
1,967,203 |
|
|
$ |
1,960,199 |
|
Non-controlled/affiliated investments (cost — $132,431 and
$121,307, respectively) |
|
|
76,960 |
|
|
|
49,141 |
|
Controlled investments (cost — $400,921 and $466,294,
respectively) |
|
|
324,945 |
|
|
|
388,780 |
|
Cash and cash equivalents |
|
|
42,951 |
|
|
|
84,713 |
|
Foreign currencies (cost — $229 and $2,404, respectively) |
|
|
199 |
|
|
|
2,378 |
|
Receivable for investments sold |
|
|
264 |
|
|
|
3,100 |
|
Interest receivable |
|
|
20,406 |
|
|
|
17,169 |
|
Dividends receivable |
|
|
1,328 |
|
|
|
4,836 |
|
Deferred financing costs |
|
|
20,645 |
|
|
|
13,403 |
|
Prepaid expenses and other assets |
|
|
170 |
|
|
|
1,797 |
|
Total Assets |
|
$ |
2,455,071 |
|
|
$ |
2,525,516 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Debt |
|
$ |
1,434,497 |
|
|
$ |
1,483,394 |
|
Payable for investments purchased |
|
|
— |
|
|
|
— |
|
Distributions payable |
|
|
— |
|
|
|
24,217 |
|
Management and performance-based incentive fees payable |
|
|
10,291 |
|
|
|
9,060 |
|
Interest payable |
|
|
4,871 |
|
|
|
13,546 |
|
Accrued administrative services expense |
|
|
2,601 |
|
|
|
748 |
|
Other liabilities and accrued expenses |
|
|
5,966 |
|
|
|
6,445 |
|
Total Liabilities |
|
$ |
1,458,226 |
|
|
$ |
1,537,410 |
|
Commitments and contingencies (Note 8) |
|
|
|
|
|
|
|
|
Net Assets |
|
$ |
996,845 |
|
|
$ |
988,106 |
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
|
|
|
|
|
|
|
Common stock, $0.001 par value (130,000,000 shares authorized;
65,253,275 and 65,451,359 shares issued and outstanding,
respectively) |
|
$ |
65 |
|
|
$ |
65 |
|
Capital in excess of par value |
|
|
2,104,823 |
|
|
|
2,107,120 |
|
Accumulated under-distributed (over-distributed) earnings |
|
|
(1,108,043 |
) |
|
|
(1,119,079 |
) |
Net Assets |
|
$ |
996,845 |
|
|
$ |
988,106 |
|
|
|
|
|
|
|
|
|
|
Net Asset Value Per Share |
|
$ |
15.28 |
|
|
$ |
15.10 |
|
|
MIDCAP
FINANCIAL INVESTMENT CORPORATION STATEMENTS OF
OPERATIONS (In thousands, except per share
data) |
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Investment Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (excluding Payment-in-kind (“PIK”) interest
income) |
|
$ |
61,939 |
|
|
$ |
46,762 |
|
|
$ |
183,718 |
|
|
$ |
132,528 |
|
Dividend income |
|
|
104 |
|
|
|
31 |
|
|
|
242 |
|
|
|
57 |
|
PIK interest income |
|
|
447 |
|
|
|
371 |
|
|
|
1,115 |
|
|
|
1,016 |
|
Other income |
|
|
275 |
|
|
|
1,223 |
|
|
|
3,243 |
|
|
|
2,802 |
|
Non-controlled/affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (excluding PIK interest income) |
|
|
284 |
|
|
|
58 |
|
|
|
843 |
|
|
|
154 |
|
Dividend income |
|
|
636 |
|
|
|
220 |
|
|
|
704 |
|
|
|
862 |
|
PIK interest income |
|
|
32 |
|
|
|
20 |
|
|
|
92 |
|
|
|
58 |
|
Other income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Controlled investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (excluding PIK interest income) |
|
|
4,458 |
|
|
|
9,498 |
|
|
|
13,494 |
|
|
|
27,713 |
|
Dividend income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
PIK interest income |
|
|
— |
|
|
|
465 |
|
|
|
869 |
|
|
|
1,362 |
|
Other income |
|
|
— |
|
|
|
237 |
|
|
|
250 |
|
|
|
477 |
|
Total Investment Income |
|
$ |
68,175 |
|
|
$ |
58,885 |
|
|
$ |
204,570 |
|
|
$ |
167,029 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees |
|
$ |
4,374 |
|
|
$ |
8,914 |
|
|
$ |
12,972 |
|
|
$ |
26,801 |
|
Performance-based incentive fees |
|
|
5,917 |
|
|
|
3,976 |
|
|
|
18,233 |
|
|
|
6,415 |
|
Interest and other debt expenses |
|
|
26,275 |
|
|
|
20,226 |
|
|
|
77,043 |
|
|
|
50,883 |
|
Administrative services expense |
|
|
1,621 |
|
|
|
1,301 |
|
|
|
4,469 |
|
|
|
3,996 |
|
Other general and administrative expenses |
|
|
2,494 |
|
|
|
2,177 |
|
|
|
6,986 |
|
|
|
6,748 |
|
Total expenses |
|
|
40,681 |
|
|
|
36,594 |
|
|
|
119,703 |
|
|
|
94,843 |
|
Management and performance-based incentive fees waived |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Performance-based incentive fee offset |
|
|
— |
|
|
|
(87 |
) |
|
|
(274 |
) |
|
|
(230 |
) |
Expense reimbursements |
|
|
(403 |
) |
|
|
(259 |
) |
|
|
(1,089 |
) |
|
|
(601 |
) |
Net Expenses |
|
$ |
40,278 |
|
|
$ |
36,248 |
|
|
$ |
118,340 |
|
|
$ |
94,012 |
|
Net Investment Income |
|
$ |
27,897 |
|
|
$ |
22,637 |
|
|
$ |
86,230 |
|
|
$ |
73,017 |
|
Net Realized and Change in Unrealized Gains
(Losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
$ |
(212 |
) |
|
$ |
(462 |
) |
|
$ |
(1,250 |
) |
|
$ |
609 |
|
Non-controlled/affiliated investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Controlled investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency transactions |
|
|
12 |
|
|
|
294 |
|
|
|
50 |
|
|
|
(2,506 |
) |
Net realized gains (losses) |
|
|
(200 |
) |
|
|
(168 |
) |
|
|
(1,200 |
) |
|
|
(1,897 |
) |
Net change in unrealized gains (losses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
|
(3,484 |
) |
|
|
(10,210 |
) |
|
|
(2,104 |
) |
|
|
(23,180 |
) |
Non-controlled/affiliated investments |
|
|
1,169 |
|
|
|
(1,548 |
) |
|
|
1,447 |
|
|
|
(8,648 |
) |
Controlled investments |
|
|
2,330 |
|
|
|
1,513 |
|
|
|
1,536 |
|
|
|
(25,945 |
) |
Foreign currency translations |
|
|
2,251 |
|
|
|
3,769 |
|
|
|
(409 |
) |
|
|
12,543 |
|
Net change in unrealized gains (losses) |
|
|
2,266 |
|
|
|
(6,476 |
) |
|
|
470 |
|
|
|
(45,230 |
) |
Net Realized and Change in Unrealized Gains
(Losses) |
|
$ |
2,066 |
|
|
$ |
(6,644 |
) |
|
$ |
(730 |
) |
|
$ |
(47,127 |
) |
Net Increase (Decrease) in Net Assets Resulting from
Operations |
|
$ |
29,963 |
|
|
$ |
15,993 |
|
|
$ |
85,500 |
|
|
$ |
25,890 |
|
Earnings (Loss) Per Share — Basic |
|
$ |
0.46 |
|
|
$ |
0.25 |
|
|
|
1.31 |
|
|
|
0.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Important Information
Investors are advised to carefully
consider the investment objective, risks, charges and expenses of
the Company before investing. The prospectus dated April 12, 2023,
which has been filed with the Securities and Exchange Commission
(“SEC”), contains this and other information about the Company and
should be read carefully before investing. An effective
shelf registration statement relating to certain securities of the
Company is on file with the SEC. Any offering may be made only by
means of a prospectus and any accompanying prospectus supplement.
Before you invest, you should read the base prospectus in that
registration statement, the prospectus and any documents
incorporated by reference therein, which the issuer has filed with
the SEC, for more complete information about the Company and an
offering. You may obtain these documents for free by visiting EDGAR
on the SEC website at www.sec.gov.
The information in the prospectus and in this
announcement is not complete and may be changed. This communication
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
Past performance is not indicative of,
or a guarantee of, future performance. The performance and
certain other portfolio information quoted herein represents
information as of dates noted herein. Nothing herein shall be
relied upon as a representation as to the future performance or
portfolio holdings of the Company. Investment return and principal
value of an investment will fluctuate, and shares, when sold, may
be worth more or less than their original cost. The Company’s
performance is subject to change since the end of the period noted
in this report and may be lower or higher than the performance data
shown herein.
About MidCap Financial Investment
Corporation
MidCap Financial Investment Corporation (NASDAQ:
MFIC) is a closed-end, externally managed, diversified management
investment company that has elected to be treated as a business
development company (“BDC”) under the Investment Company Act of
1940 (the “1940 Act”). For tax purposes, the Company has elected to
be treated as a regulated investment company (“RIC”) under
Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”). The Company is externally managed by Apollo Investment
Management, L.P. (the “MFIC Adviser”), an affiliate of Apollo
Global Management, Inc. and its consolidated subsidiaries
(“Apollo”), a high-growth global alternative asset manager. The
Company’s investment objective is to generate current income and,
to a lesser extent, long-term capital appreciation. The Company
primarily invests in directly originated and privately negotiated
first lien senior secured loans to privately held U.S.
middle-market companies, which the Company generally defines as
companies with less than $75 million in EBITDA, as may be adjusted
for market disruptions, mergers and acquisitions-related charges
and synergies, and other items. To a lesser extent, the Company may
invest in other types of securities including, first lien
unitranche, second lien senior secured, unsecured, subordinated,
and mezzanine loans, and equities in both private and public middle
market companies. For more information, please visit
www.midcapfinancialic.com.
About Apollo Senior Floating Rate Fund
Inc.
Apollo Senior Floating Rate Fund Inc. (NYSE:
AFT) is registered under the 1940 Act as a diversified closed-end
management investment company. AFT’s investment objective is to
seek current income and preservation of capital by investing
primarily in senior, secured loans made to companies whose debt is
rated below investment grade and investments with similar economic
characteristics. Senior loans typically hold a first lien priority
and pay floating rates of interest, generally quoted as a spread
over a reference floating rate benchmark. Under normal market
conditions, AFT invests at least 80% of its managed assets (which
includes leverage) in floating rate senior loans and investments
with similar economic characteristics. Apollo Credit Management,
LLC, an affiliate of Apollo, serves as AFT’s investment adviser.
For tax purposes, AFT has elected to be treated as a RIC under the
Code. For more information, please visit
www.apollofunds.com/apollo-senior-floating-rate-fund.
About Apollo Tactical Income Fund
Inc.
Apollo Tactical Income Fund Inc. (NYSE: AIF) is
registered under the 1940 Act as a diversified closed-end
management investment company. AIF’s primary investment objective
is to seek current income with a secondary objective of
preservation of capital by investing in a portfolio of senior
loans, corporate bonds and other credit instruments of varying
maturities. AIF seeks to generate current income and preservation
of capital primarily by allocating assets among different types of
credit instruments based on absolute and relative value
considerations. Under normal market conditions, AIF invests at
least 80% of its managed assets (which includes leverage) in credit
instruments and investments with similar economic characteristics.
Apollo Credit Management, LLC, an affiliate of Apollo, serves as
AIF’s investment adviser. For tax purposes, AFT has elected to be
treated as a RIC under the Code. For more information, please visit
www.apollofunds.com/apollo-tactical-income-fund.
Forward-Looking Statements
Some of the statements in this press release
constitute forward-looking statements because they relate to future
events, future performance or financial condition. The
forward-looking statements may include statements as to: future
operating results of MFIC, AIF, and AFT, and distribution
projections; business prospects of MFIC, AIF, and AFT, and the
prospects of their portfolio companies, if applicable; and the
impact of the investments that MFIC, AIF, and AFT expect to make.
In addition, words such as “anticipate,” “believe,” “expect,”
“seek,” “plan,” “should,” “estimate,” “project” and “intend”
indicate forward-looking statements, although not all
forward-looking statements include these words. The forward-looking
statements contained in this press release involve risks and
uncertainties. Certain factors could cause actual results and
conditions to differ materially from those projected, including the
uncertainties associated with (i) the ability of the parties to
consummate one or both of the Mergers contemplated by the Agreement
and Plan of Merger among MFIC, AIF and certain other parties
thereto and the Agreement and Plan of Merger among MFIC, AFT and
certain other parties thereto on the expected timeline, or at all;
(ii) the expected synergies and savings associated with the
Mergers; (iii) the ability to realize the anticipated benefits of
the Mergers, including the expected elimination of certain expenses
and costs due to the Mergers; (iv) the percentage of the
stockholders of MFIC, AIF, and AFT voting in favor of the
applicable Proposals (as defined below); (v) the possibility that
competing offers or acquisition proposals will be made; (vi) the
possibility that any or all of the various conditions to the
consummation of the Mergers may not be satisfied or waived; (vii)
risks related to diverting management’s attention from ongoing
business operations; (viii) the combined company’s plans,
expectations, objectives and intentions, as a result of the
Mergers; (ix) any potential termination of one or both merger
agreements; (x) the future operating results and net investment
income projections of MFIC, AIF, AFT or, following the closing of
one or both of the Mergers, the combined company; (xi) the ability
of MFIC Adviser to implement MFIC Adviser’s future plans with
respect to the combined company; (xii) the ability of MFIC Adviser
and its affiliates to attract and retain highly talented
professionals; (xiii) the business prospects of MFIC, AIF, AFT or,
following the closing of one or both of the Mergers, the combined
company and the prospects of their portfolio companies; (xiv) the
impact of the investments that MFIC, AIF, AFT or, following the
closing of one or both of the Mergers, the combined company expect
to make; (xv) the ability of the portfolio companies of MFIC, AIF,
AFT or, following the closing of one or both of the Mergers, the
combined company to achieve their objectives; (xvi) the expected
financings and investments and additional leverage that MFIC, AIF,
AFT or, following the closing of one or both of the Mergers, the
combined company may seek to incur in the future; (xvii) the
adequacy of the cash resources and working capital of MFIC, AIF,
AFT or, following the closing of one or both of the Mergers, the
combined company; (xviii) the timing of cash flows, if any, from
the operations of the portfolio companies of MFIC, AIF, AFT or,
following the closing of one or both of the Mergers, the combined
company; (xix) future changes in laws or regulations (including the
interpretation of these laws and regulations by regulatory
authorities); and (xx) the risk that stockholder litigation in
connection with one or both of the Mergers may result in
significant costs of defense and liability. MFIC, AIF, and AFT have
based the forward-looking statements included in this press release
on information available to them on the date hereof, and they
assume no obligation to update any such forward-looking statements.
Although MFIC, AIF, and AFT undertake no obligation to revise or
update any forward-looking statements, whether as a result of new
information, future events or otherwise, you are advised to consult
any additional disclosures that they may make directly to you or
through reports that MFIC, AIF, and/or AFT in the future may file
with the SEC, including the Joint Proxy Statement and the
Registration Statement (in each case, as defined below), annual
reports on Form 10-K, annual reports on Form N-CSR, quarterly
reports on Form 10-Q, semi-annual reports on Form N-CSRS and
current reports on Form 8-K.
No Offer or Solicitation
This press release is not, and under no
circumstances is it to be construed as, a prospectus or an
advertisement and the communication of this press release is not,
and under no circumstances is it to be construed as, an offer to
sell or a solicitation of an offer to purchase any securities in
MFIC, AIF, AFT or in any fund or other investment vehicle managed
by Apollo or any of its affiliates.
Additional Information and Where to Find
It
This press release relates to the proposed
Mergers and certain related matters (the “Proposals”). In
connection with the Proposals, MFIC, AIF, and AFT will file with
the SEC and mail to their respective stockholders a joint proxy
statement on Schedule 14A (the “Joint Proxy Statement”), and MFIC
will file with the SEC a registration statement that includes the
Joint Proxy Statement and a prospectus of MFIC (the “Registration
Statement”). The Joint Proxy Statement and the Registration
Statement will each contain important information about MFIC, AIF,
AFT and the Proposals. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
STOCKHOLDERS OF MFIC, AIF, AND AFT ARE URGED TO READ THE
JOINT PROXY STATEMENT AND REGISTRATION STATEMENT, AND OTHER
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MFIC, AIF, AND AFT AND THE
PROPOSALS. Investors and security holders will be able to
obtain the documents filed with the SEC free of charge at the SEC’s
website, http://www.sec.gov or, for documents filed by MFIC, from
MFIC’s website at https://www.midcapfinancialic.com, and, for
documents filed by AIF, from AIF’s website at
https://www.apollofunds.com/apollo-tactical-income-fund, and, for
documents filed by AFT, from AFT’s website at
https://www.apollofunds.com/apollo-senior-floating-rate-fund.
Participants in the
Solicitation
MFIC, its directors, certain of its executive
officers and certain employees and officers of MFIC Adviser and its
affiliates may be deemed to be participants in the solicitation of
proxies in connection with the Proposals. Information about the
directors and executive officers of MFIC is set forth in its proxy
statement for its 2023 Annual Meeting of Stockholders, which was
filed with the SEC on May 1, 2023. AIF, AFT, their directors,
certain of their executive officers and certain employees and
officers of Apollo Credit Management, LLC and its affiliates may be
deemed to be participants in the solicitation of proxies in
connection with the Proposals. Information about the directors and
executive officers of AFT and AIF is set forth in the proxy
statement for their 2023 Annual Meeting of Stockholders, which was
filed with the SEC on April 21, 2023. Information regarding the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of the MFIC, AIF, and AFT
stockholders in connection with the Proposals is contained in the
Joint Proxy Statement. These documents may be obtained free of
charge from the sources indicated above.
Contact
Elizabeth Besen Investor Relations Manager
MidCap Financial Investment Corporation 212.822.0625
ebesen@apollo.com
Apollo Tactical Income (NYSE:AIF)
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Apollo Tactical Income (NYSE:AIF)
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