UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-00646

MIDCAP FINANCIAL INVESTMENT CORPORATION

(Exact name of Registrant as specified in its charter)

Maryland	52-2439556
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9 West 57th Street 37th Floor New York, New York	10019
(Address of principal executive offices)	(Zip Code)

(212) 515-3450

(Registrant’s telephone number, including area code)

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		MFIC		NASDAQ Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨	Non-accelerated filer	¨	Smaller reporting company	¨	Emerging growth company	¨

(Do not check if a smaller reporting company)

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. Yes ¨ No ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of November 6, 2023 was 65,253,275.

 

 

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MIDCAP FINANCIAL INVESTMENT CORPORATION

Table of Contents

 

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Statements of Assets and Liabilities September 30, 2023 and December 31, 2022	1
	Statements of Operations Three and nine months ended September 30, 2023 and September 30, 2022	2
	Statements of Changes in Net Assets Three and nine months ended September 30, 2023 and September 30, 2022	3
	Statements of Cash Flows Nine months ended September 30, 2023 and September 30, 2022	4
	Schedule of Investments September 30, 2023	5
	Schedule of Investments December 31, 2022	33
	Notes to Financial Statements	59
	Report of Independent Registered Public Accounting Firm	91
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	92
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	110
Item 4.	Controls and Procedures	111
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	112
Item 1A.	Risk Factors	112
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	119
Item 3.	Defaults Upon Senior Securities	122
Item 4.	Mine Safety Disclosures	122
Item 5.	Other Information	122
Item 6.	Exhibits	123
	Signatures	124

 

 

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Table of Contents

PART I. FINANCIAL INFORMATION

In this report, the terms the “Company,” “MFIC,” “we,” “us,” and “our” refer to MidCap Financial Investment Corporation unless the context specifically states otherwise.

Item 1. Financial Statements

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
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

 

See notes to financial statements.

1

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MIDCAP FINANCIAL INVESTMENT CORPORATION

STATEMENTS OF OPERATIONS (Unaudited)
(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

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

(In thousands, except share data)

 

		Three Months Ended September 30,										Nine Months Ended September 30,
		2023					2022					2023					2022
Operations
Net investment income		$		27,897			$		22,637			$		86,230			$		73,017
Net realized gains (losses)				(200	)				(168	)				(1,200	)				(1,897	)
Net change in unrealized gains (losses)				2,266					(6,476	)				470					(45,230	)
Net Increase (Decrease) in Net Assets Resulting from Operations		$		29,963			$		15,993			$		85,500			$		25,890
Distributions to Shareholders
Distribution of net investment income		$		(24,795	)		$		(20,944	)		$		(74,464	)		$		(66,723	)
Distribution of return of capital				—					—					—					—
Net Decrease in Net Assets Resulting from Distributions to Shareholders		$		(24,795	)		$		(20,944	)		$		(74,464	)		$		(66,723	)
Capital Share Transactions
Net proceeds from the issuance of common stock		$		—			$		30,000			$		—			$		30,000
Repurchase of common stock		$		—			$		—			$		(2,297	)		$		(2,407	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		$		—			$		30,000			$		(2,297	)		$		27,593
Net Assets
Net increase (decrease) in net assets during the period		$		5,168			$		25,049			$		8,739			$		(13,240	)
Net assets at beginning of period				991,677					985,987					988,106					1,024,276
Net Assets at End of Period		$		996,845			$		1,011,036			$		996,845			$		1,011,036
Capital Share Activity
Shares issued during the period				—					1,932,641					—					1,932,641
Shares repurchased during the period				—					—					(198,084	)				(189,127	)
Shares issued and outstanding at beginning of period				65,253,275					63,518,718					65,451,359					63,707,845
Shares Issued and Outstanding at End of Period				65,253,275					65,451,359					65,253,275					65,451,359

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

		Nine Months Ended September 30,
		2023					2022
Operating Activities
Net increase (decrease) in net assets resulting from operations		$		85,500			$		25,890
Net realized (gains) losses				1,200					1,897
Net change in unrealized (gains) losses				(470	)				45,230
Net amortization of premiums and accretion of discounts on investments				(6,161	)				(6,992	)
Accretion of discount on notes				453					453
Amortization of deferred financing costs				3,919					3,877
Increase in gains/(losses) from foreign currency transactions				49					(2,506	)
PIK interest and dividends capitalized				(2,057	)				(2,007	)
Purchases of investments				(283,002	)				(560,793	)
Proceeds from sales and repayments of investments				322,699					637,033
Changes in operating assets and liabilities:
Decrease (increase) in interest receivable				(3,237	)				(1,013	)
Decrease (increase) in dividends receivable				3,508					102
Decrease (increase) in prepaid expenses and other assets				1,627					380
Increase (decrease) in management and performance-based incentive fees payable				1,231					(1,764	)
Increase (decrease) in interest payable				(8,675	)				(1,560	)
Increase (decrease) in accrued administrative services expense				1,853					1,167
Increase (decrease) in other liabilities and accrued expenses				(479	)				243
Net Cash Used in/Provided by Operating Activities		$		117,958			$		139,637
Financing Activities
Issuances of debt		$		142,194			$		212,689
Payments of debt				(192,244	)				(283,616	)
Financing costs paid and deferred				(10,867	)			—
Net proceeds from the issuance of common stock				—					30,000
Repurchase of common stock				(2,297	)				(2,407	)
Distributions paid				(98,681	)				(68,779	)
Net Cash Used in/Provided by Financing Activities		$		(161,895	)		$		(112,113	)
Cash, Cash Equivalents and Foreign Currencies
Net increase (decrease) in cash, cash equivalents and foreign currencies during the period		$		(43,937	)		$		27,524
Effect of foreign exchange rate changes on cash and cash equivalents				(4	)				(255	)
Cash, cash equivalents and foreign currencies at beginning of period				87,091					34,467
Cash, Cash Equivalents and Foreign Currencies at the End of Period		$		43,150			$		61,736
Supplemental Disclosure of Cash Flow Information
Cash interest paid		$		81,244			$		47,930
Non-Cash Activity
PIK income		$		2,076			$		2,436

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date				Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Advertising, Printing & Publishing
FingerPaint Marketing
KL Charlie Acquisition Company		First Lien Secured Debt				SOFR+635, 1.00% Floor				12/30/26				$		23,340			$		23,058			$		22,814			(9)(31)
		First Lien Secured Debt				SOFR+685, 1.00% Floor				12/30/26						717					705					703			(9)(31)
		First Lien Secured Debt - Revolver				P+525				12/30/26						1,962					1,505					1,493			(9)(21)(23)(28)
KL Charlie Co-Invest, L.P.		Common Equity - Common Stock				N/A				N/A					218,978 Shares						219					392			(9)(13)
																					25,487					25,402
Hero Digital
HRO (Hero Digital) Holdings, LLC		First Lien Secured Debt				SOFR+610, 1.00% Floor				11/18/28						26,891					19,200					18,091			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+610, 1.00% Floor				11/18/26						2,553					2,485					2,381			(9)(20)(21)(23) (31)
HRO Holdings I LP		Common Equity - Common Stock				N/A				N/A					213 Shares						213					164			(9)(13)
																					21,898					20,636
						Total Advertising, Printing & Publishing													$		47,385			$		46,038
Automotive
Club Car Wash
Club Car Wash Operating, LLC		First Lien Secured Debt				SOFR+665, 1.00% Floor				06/16/27				$		27,995			$		26,357			$		26,261			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+665, 1.00% Floor				06/16/27						1,625					1,606					1,599			(9)(23)(31)
																					27,963					27,860
Crowne Automotive
Vari-Form Group, LLC		First Lien Secured Debt				11.00% (7.00% Cash plus 4.00% PIK)				02/02/23						5,860					893					264			(9)(11)(14)
Vari-Form Inc.		First Lien Secured Debt				11.00% (7.00% Cash plus 4.00% PIK)				02/02/23						2,110					391					95			(9)(11)(14)
																					1,284					359
K&N Parent, Inc.
K&N Holdco, LLC		Common Equity - Common Stock				N/A				N/A					77,622 Shares						23,621					1,504			(13)
Truck-Lite Co., LLC
TL Lighting Holdings, LLC		Common Equity - Equity				N/A				N/A					350 Shares						350					451			(9)(13)
Truck-Lite Co., LLC		First Lien Secured Debt				SOFR+635, 1.00% Floor				12/14/26						31,490					31,100					31,026			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+635, 1.00% Floor				12/13/24						3,052					-					(17	)		(8)(9)(20)(21) (23)
																					31,450					31,460
						Total Automotive													$		84,318			$		61,183

 

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Aviation and Consumer Transport
Merx Aviation Finance, LLC
Merx Aviation Finance, LLC (5)		First Lien Secured Debt - Revolver				10.00%				10/31/25		$		106,177			$		81,075			$		81,075			(20)(23)
		Common Equity - Membership Interests				N/A				N/A									146,500					114,323			(24)
																			227,575					195,398
Primeflight
PrimeFlight Acquisition, LLC		First Lien Secured Debt				SOFR+685, 1.00% Floor				05/01/29				5,464					5,304					5,300			(9)(23)(30)(32)
						Total Aviation and Consumer Transport											$		232,879			$		200,698
Beverage, Food & Tobacco
Berner Foods
Berner Food & Beverage, LLC		First Lien Secured Debt				SOFR+565, 1.00% Floor				07/30/27		$		30,496			$		30,017			$		29,048			(9)(31)
		First Lien Secured Debt - Revolver				P+450				07/30/26				1,089					1,074					1,037			(9)(28)
		First Lien Secured Debt - Revolver				SOFR+565, 1.00% Floor				07/30/26				1,792					552					492			(9)(21)(23) (31)
																			31,643					30,577
Bolthouse Farms
Wm. Bolthouse Farms, Inc.		Common Equity - Equity Interests				N/A				N/A			1,086,122 Shares						1,147					815			(13)
Hive
FCP-Hive Holdings, LLC		Preferred Equity - Preferred Equity				N/A				N/A			589 Shares						448					197			(9)(13)
		Common Equity - Common Stock				N/A				N/A			589 Shares						3					-			(9)(13)
Hive Intermediate, LLC		First Lien Secured Debt				SOFR+610 Cash plus 2.00% PIK, 1.00% Floor				09/22/27				13,854					13,669					13,300			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+610 Cash plus 2.00% PIK, 1.00% Floor				09/22/27				2,326					598					536			(9)(21)(23)(30)
																			14,718					14,033
Orgain, Inc.
Butterfly Fighter Co-Invest, L.P.		Common Equity - Membership Interests				N/A				N/A			490,000 Shares						90					936
Rise Baking
Ultimate Baked Goods Midco LLC		First Lien Secured Debt				SOFR+635, 1.00% Floor				08/13/27				26,289					25,835					25,713			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+635, 1.00% Floor				08/13/27				3,243					(54	)				(70	)		(8)(9)(20)(21) (23)
																			25,781					25,643
Turkey Hill
IC Holdings LLC		Common Equity - Series A Units				N/A				N/A			169 Shares						169					212			(9)(13)
THLP CO. LLC		First Lien Secured Debt				SOFR+600 Cash plus 2.00% PIK, 1.00% Floor				05/31/25				25,804					25,638					25,547			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+600 Cash plus 2.00% PIK, 1.00% Floor				05/31/24				4,494					1,303					1,268			(9)(20)(21)(23)(31) (32)
THLP CO., LLC		First Lien Secured Debt				SOFR+600 Cash plus 6.00% PIK, 1.00% Floor				05/31/24				1,365					1,328					1,311			(9)(32)
																			28,438					28,338
						Total Beverage, Food & Tobacco											$		101,817			$		100,342

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Business Services
Accelerate Learning
Eagle Purchaser, Inc.		First Lien Secured Debt				SOFR+675, 1.00% Floor				03/22/30		$		4,325			$		3,296			$		3,371			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+675, 1.00% Floor				03/22/29				658					324					331			(9)(21)(23)(31)
																			3,620					3,702
Access Information
Access CIG, LLC		Second Lien Secured Debt				SOFR+775, 0.00% Floor				02/27/26				15,900					15,855					15,622			(31)
AlpineX
Alpinex Opco, LLC		First Lien Secured Debt				SOFR+626, 1.00% Floor				12/27/27				21,327					20,958					20,817			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+626, 1.00% Floor				12/27/27				1,489					567					573			(9)(21)(23)(31)
																			21,525					21,390
Ambrosia Buyer Corp.
Ambrosia Buyer Corp.		Second Lien Secured Debt				8.00%				08/28/25				21,429					15,201					3,086			(14)
AML Rightsource
Gabriel Partners, LLC		First Lien Secured Debt				SOFR+590, 1.00% Floor				09/21/26				30,808					30,430					30,263			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+590, 1.00% Floor				09/21/26				665					124					118			(9)(21)(23)(31)
																			30,554					30,381
Continuum
Continuum Global Solutions, LLC		Preferred Equity - Preferred Equity				N/A				N/A			775 Shares						78					78			(9)(13)
Electro Rent Corporation
Electro Rent Corporation		Second Lien Secured Debt				L+900, 1.00% Floor				01/31/25				34,235					34,011					33,893			(9)(35)(36)
Escalent
M&M OPCO, LLC		First Lien Secured Debt				SOFR+810, 1.00% Floor				04/07/29				9,476					9,207					9,263			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+810, 1.00% Floor				04/07/29				476					(13	)				(11	)		(8)(9)(21)(23)
																			9,194					9,252
Go1
Apiom, Inc.		First Lien Secured Debt				SOFR+745, 2.00% Floor				05/02/28				2,500					2,482					2,481			(9)(17)(30)
HMA
Health Management Associates Superholdings, Inc.		First Lien Secured Debt				SOFR+635, 1.00% Floor				03/30/29				4,705					4,090					4,104			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+660, 1.00% Floor				03/30/29				284					(8	)				(7	)		(8)(9)(20)(21) (23)
																			4,082					4,097
IRP
Precision Refrigeration & Air Conditioning LLC		First Lien Secured Debt				SOFR+690, 1.00% Floor				03/08/28				11,071					10,872					10,739			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+690, 1.00% Floor				03/08/28				1,705					543					517			(9)(21)(23)(31)
SMC IR Holdings, LLC		Common Equity - Common Stock				N/A				N/A			138 Shares						155					258			(9)
																			11,570					11,514

 

 

 

See notes to financial statements.

7

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Jacent
Jacent Strategic Merchandising		First Lien Secured Debt				SOFR+585 Cash plus 1.50% PIK, 1.00% Floor				04/23/24				22,241					22,195					21,821			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+735, 1.00% Floor				04/23/24				3,500					3,450					3,412			(9)(21)(23)(30)
		Common Equity - Common Stock				N/A				N/A			5,000 Shares						500					60			(9)(13)
JSM Equity Investors, L.P.		Preferred Equity - Class P Partnership Units				N/A				N/A			114 Shares						11					11			(9)(13)
																			26,156					25,304
Jones & Frank
JF Acquisition, LLC		First Lien Secured Debt				SOFR+560, 1.00% Floor				07/31/26				12,998					12,909					12,845			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+560, 1.00% Floor				07/31/26				1,569					1,369					1,363			(9)(21)(23)(31)
																			14,278					14,208
Naviga
Naviga Inc. (fka Newscycle Solutions, Inc.)		First Lien Secured Debt				SOFR+710, 1.00% Floor				12/29/23				13,194					13,170					13,326			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+710, 1.00% Floor				12/29/23				500					340					340			(9)(21)(23)(31)
																			13,510					13,666
PSE
Graffiti Buyer, Inc.		First Lien Secured Debt				SOFR+560, 1.00% Floor				08/10/27				8,324					7,410					7,431			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+560, 1.00% Floor				08/10/27				1,307					389					394			(9)(21)(23)(31)
Graffiti Parent, LP		Common Equity - Common Stock				N/A				N/A			2,439 Shares						244					346			(9)(13)
																			8,043					8,171
PSI Services, LLC
Lifelong Learner Holdings, LLC		First Lien Secured Debt				SOFR+590, 1.00% Floor				10/19/26				33,454					33,133					32,417			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+590, 1.00% Floor				10/20/25				2,985					2,960					2,914			(9)(21)(23)(31)
																			36,093					35,331
SEER
GS SEER Group Borrower LLC		First Lien Secured Debt				SOFR+675, 1.00% Floor				04/29/30				4,625					3,116					3,121			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+675, 1.00% Floor				04/30/29				367					(10	)				(10	)		(8)(9)(21)(23)
GS SEER Group Holdings, LLC		Common Equity - Common Stock				N/A				N/A			42 Shares						42					40			(9)(13)(24)
																			3,148					3,151
Soliant
Soliant Health, Inc.		Common Equity - Membership Interests				N/A				N/A			300 Shares						300					1,478			(9)
Trench Plate
Trench Plate Rental Co.		First Lien Secured Debt				SOFR+560, 1.00% Floor				12/03/26				17,955					17,746					17,685			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+560, 1.00% Floor				12/03/26				1,818					571					564			(9)(20)(21)(23) (31)
Trench Safety Solutions Holdings, LLC		Common Equity - Common Stock				N/A				N/A			331 Shares						50					46			(9)(13)
																			18,367					18,295

 

 

See notes to financial statements.

8

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
US Legal Support
US Legal Support Investment Holdings, LLC		Common Equity - Series A-1 Units				N/A				N/A			631,972 Shares						632					897			(9)(13)
USLS Acquisition, Inc.		First Lien Secured Debt				SOFR+590, 1.00% Floor				12/02/24				23,631					23,488					23,428			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+590, 1.00% Floor				12/02/24				1,608					869					871			(9)(20)(21)(23) (31)
																			24,989					25,196
Wilson Language Training
Owl Acquisition, LLC		First Lien Secured Debt				SOFR+550, 1.00% Floor				02/04/28				9,635					9,478					9,538			(9)(32)
Owl Parent Holdings, LLC		Common Equity - Common Stock				N/A				N/A			100 Shares						100					152			(9)(13)
																			9,578					9,690
						Total Business Services											$		302,634			$		289,986
Chemicals, Plastics & Rubber
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I)
Carbonfree Chemicals Holdings LLC (4)		Common Equity - Common Equity / Interest				N/A				N/A			1,246 Shares				$		56,505			$		18,705			(13)(16)(24)
FC2 LLC (4)		Common Equity - Common Stock				N/A				N/A			5 Shares						-					-			(13)(24)
		Secured Debt - Promissory Note				6.50%				10/14/27				12,500					12,500					12,500
																			69,005					31,205
Westfall Technik, Inc.
Westfall Technik, Inc.		First Lien Secured Debt				SOFR+690, 1.00% Floor				09/13/24				21,489					21,383					20,200			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+690, 1.00% Floor				09/13/24				2,039					2,032					1,917			(9)(23)(31)
																			23,415					22,117
						Total Chemicals, Plastics & Rubber											$		92,420			$		53,322
Construction & Building
Allstar Holdings
Athlete Buyer, LLC		First Lien Secured Debt				SOFR+610, 1.00% Floor				04/26/29		$		5,336			$		4,476			$		4,472			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+660, 1.00% Floor				04/26/29				652					(15	)				(16	)		(8)(9)(21)(23)
																			4,461					4,456
Englert
Gutter Buyer, Inc.		First Lien Secured Debt				SOFR+635, 1.00% Floor				03/06/25				28,744					28,563					28,094			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+635, 1.00% Floor				03/06/24				2,727					2,576					2,560			(9)(20)(21)(23) (31)
Gutter Holdings, LP		Common Equity - Common Stock				N/A				N/A			500 Shares						500					172			(9)(13)
																			31,639					30,826

 

 

See notes to financial statements.

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Pave America
Pave America Interco, LLC (f/k/a Pavement Partners Interco, LLC)		First Lien Secured Debt				SOFR+690, 1.00% Floor				02/07/28				12,504					12,163					12,129			(9)(31)(32)
		First Lien Secured Debt - Revolver				SOFR+690, 1.00% Floor				02/07/28				942					446					443			(9)(21)(23)(31) (32)
																			12,609					12,572
Yak Access
Yak Access LLC		First Lien Secured Debt - Revolver				SOFR+486, 1.00% Floor				09/10/27				5,000					1,184					1,188			(9)(21)(23)(30)
						Total Construction & Building											$		49,893			$		49,042
Consumer Goods - Durable
A&V
A&V Holdings Midco, LLC		First Lien Secured Debt - Revolver				SOFR+461, 1.00% Floor				03/10/25		$		1,505			$		320			$		332			(21)(23)(30)
KDC
KDC/ONE Development Corporation, Inc.		First Lien Secured Debt - Revolver				SOFR+325, 0.00% Floor				12/21/23				6,020					1,283					1,283			(20)(21)(23) (30)
KLO Holdings, LLC
1244311 B.C. Ltd. (4)		First Lien Secured Debt				SOFR+500, 1.00% Floor				09/30/25				2,970					2,970					2,854			(17)(30)
		First Lien Secured Debt				SOFR+500 PIK, 1.00% Floor				09/30/25				1,216					1,216					1,163			(17)(30)
		Common Equity - Common Stock				N/A				N/A			1,000,032 Shares						1,000					833			(2)(13)(17)(24)
																			5,186					4,850
NSi Industries
Wildcat BuyerCo, Inc.		First Lien Secured Debt				SOFR+515, 1.00% Floor				02/27/26				16,901					16,556					16,749			(31)
		First Lien Secured Debt - Revolver				SOFR+590, 1.00% Floor				02/27/26				725					(7	)				(6	)		(8)(20)(21)(23)
Wildcat Parent LP		Common Equity - Common Stock				N/A				N/A			1,070 Shares						107					289			(13)
																			16,656					17,032
Sorenson Holdings, LLC
Sorenson Holdings, LLC		Common Equity - Membership Interests				N/A				N/A			587 Shares						-					592			(13)
						Total Consumer Goods – Durable											$		23,445			$		24,089
Consumer Goods - Non-durable
3D Protein
Protein For Pets Opco, LLC		First Lien Secured Debt - Revolver				L+450, 1.00% Floor				05/31/24		$		2,219			$		(8	)		$		-			(9)(21)(23)
Dan Dee
Project Comfort Buyer, Inc.		First Lien Secured Debt				SOFR+710, 1.00% Floor				02/01/25				22,251					22,099					21,836			(9)(31)(32)
		First Lien Secured Debt - Revolver				SOFR+710, 1.00% Floor				02/01/25				1,731					(10	)				(32	)		(8)(9)(21)(23)
		Preferred Equity - Preferred Equity				N/A				N/A			491,405 Shares						492					69			(9)(13)
																			22,581					21,873

 

 

See notes to financial statements.

10

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
LashCo
Lash OpCo, LLC		First Lien Secured Debt				SOFR+685, 1.00% Floor				03/18/26				42,811					42,245					42,249			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+685, 1.00% Floor				09/18/25				1,612					1,186					1,196			(9)(21)(23)(32)
																			43,431					43,445
Paladone
Paladone Group Bidco Limited		First Lien Secured Debt				SOFR+560, 1.00% Floor				11/12/27				6,013					5,924					5,990			(9)(17)(31)
		First Lien Secured Debt				SOFR+585, 1.00% Floor				11/12/27				1,883					(7	)				(7	)		(8)(9)(17)(21) (23)
		First Lien Secured Debt - Revolver				SON+585, 1.00% Floor				11/12/27		£		353					(7	)				(2	)		(8)(9)(17)(21) (23)
		First Lien Secured Debt - Revolver				SOFR+585, 1.00% Floor				11/12/27				1,412					(20	)				(5	)		(8)(9)(17)(21) (23)
Paladone Group Holdings Limited		Common Equity - Common Stock				N/A				N/A			94,151 Shares						94					85			(9)(13)(17)
																			5,984					6,061
Sequential Brands Group, Inc.
Gainline Galaxy Holdings LLC		Common Equity - Common Stock				N/A				N/A			10,854 Shares						2,041					-			(13)(16)(17)
Sequential Avia Holdings LLC		First Lien Secured Debt				SOFR+515, 1.00% Floor				11/12/26				1,225					1,225					1,207			(17)(31)
Sequential Brands Group, Inc.		Second Lien Secured Debt				8.75%				02/07/24				1,293					-					238			(14)(17)
Swisstech IP CO, LLC		First Lien Secured Debt				6.00% PIK				11/29/24				203					41					200			(17)
																			3,307					1,645
Suave
Silk Holdings I Corp.		Common Equity - Common Stock				N/A				N/A			100 Shares						100					100			(9)(13)(24)
Silk Holdings III Corp.		First Lien Secured Debt				SOFR+775, 1.00% Floor				05/01/29				9,875					9,589					9,579			(9)(31)
																			9,689					9,679
Village Pet Care
Village Pet Care, LLC		First Lien Secured Debt				SOFR+650, 1.00% Floor				09/22/29				6,500					1,420					1,370			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+650, 1.00% Floor				09/22/29				1,000					(20	)				(20	)		(8)(9)(21)(23)
																			1,400					1,350
						Total Consumer Goods – Non-durable											$		86,384			$		84,053
Consumer Services
Activ
Activ Software Holdings, LLC		First Lien Secured Debt				SOFR+650, 1.00% Floor				05/04/27		$		32,202			$		31,705			$		31,725			(9)(32)(33)
		First Lien Secured Debt - Revolver				SOFR+650, 1.00% Floor				05/04/27				2,407					(29	)				(36	)		(8)(9)(21)(23)
																			31,676					31,689

 

 

See notes to financial statements.

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Atlas Technical Consultants
GI Apple Midco LLC		First Lien Secured Debt				SOFR+675, 1.00% Floor				04/19/30				4,435					3,600					3,629			(9)(21)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+675, 1.00% Floor				04/19/29				524					295					298			(9)(20)(21)(23) (30)
		First Lien Secured Debt - Revolver				P+575				04/19/29				32					31					31			(9)(28)
																			3,926					3,958
Bird
Bird Rides, Inc.		First Lien Secured Debt				SOFR+760, 1.00% Floor				07/12/25				13,618					13,492					13,516			(9)(30)
Clarus Commerce
Marlin DTC-LS Midco 2, LLC		First Lien Secured Debt				SOFR+660, 1.00% Floor				07/01/25				21,466					21,285					21,200			(31)
		First Lien Secured Debt - Revolver				SOFR+660, 1.00% Floor				07/01/25				685					-					(8	)		(8)(21)(23)
																			21,285					21,192
Go Car Wash
Go Car Wash Management Corp.		First Lien Secured Debt				SOFR+635, 1.00% Floor				12/31/26				23,784					10,695					10,628			(9)(21)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+635, 1.00% Floor				12/31/26				417					(2	)				(7	)		(8)(9)(21)(23)
																			10,693					10,621
Lending Point
LendingPoint LLC		First Lien Secured Debt				SOFR+1065, 1.00% Floor				12/30/26				32,229					31,909					31,933			(9)(31)
		First Lien Secured Debt				SOFR+590, 1.00% Floor				12/30/26				4,167					4,139					4,129			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+590, 1.00% Floor				12/30/26				8,333					8,283					8,258			(9)(23)(31)
																			44,331					44,320
Renovo
HomeRenew Buyer, Inc.		First Lien Secured Debt				SOFR+665, 1.00% Floor				11/23/27				15,361					15,142					14,978			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+665, 1.00% Floor				11/23/27				1,958					1,536					1,517			(9)(21)(23)(30) (31)
																			16,678					16,495
The Club Company
Eldrickco Limited		First Lien Secured Debt				SON+603, 0.50% Floor				11/26/25		£		14,858					14,609					13,854			(9)(17)(21)(23) (29)
		First Lien Secured Debt - Revolver				SON+603, 0.50% Floor				11/26/25		£		356					414					428			(9)(17)(23)(29)
		First Lien Secured Debt - Revolver				SON+553, 0.50% Floor				05/26/25		£		345					-					(6	)		(8)(9)(17)(21) (23)
																			15,023					14,276
US Auto
Auto Pool 2023 Trust (Del. Stat. Trust) (4)		Structured Products and Other - Membership Interests				N/A				02/28/29			N/A						29,335					28,791			(9)(25)
						Total Consumer Services											$		186,439			$		184,858

 

 

See notes to financial statements.

12

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Diversified Investment Vehicles, Banking, Finance, Real Estate
Celink
Compu-Link Corporation		First Lien Secured Debt - Revolver				SOFR+560, 1.00% Floor				06/11/24		$		2,273			$		(7	)		$		(4	)		(8)(9)(21)(23)
Peer Advisors, LLC		First Lien Secured Debt				SOFR+560, 1.00% Floor				06/11/24				5,114					5,097					5,104			(9)(30)
																			5,090					5,100
Definiti LLC
Greylock Holdings LLC		Common Equity - Common Stock				N/A				N/A			100,000 Shares						100					91			(9)(13)(24)
RHI Acquisition LLC		First Lien Secured Debt				SOFR+660, 1.00% Floor				03/16/29				9,210					6,349					6,246			(9)(21)(23)(32)
		First Lien Secured Debt - Revolver				SOFR+660, 1.00% Floor				03/16/29				660					(18	)				(23	)		(8)(9)(21)(23)
																			6,431					6,314
Golden Bear
Golden Bear 2016-R, LLC (4)		Structured Products and Other - Membership Interests				N/A				09/20/42			N/A						17,103					11,970			(3)(17)
Purchasing Power, LLC
Purchasing Power Funding I, LLC		First Lien Secured Debt - Revolver				L+710, 0.00% Floor				02/24/25				9,113					9,112					9,113			(9)(23)(34)
Spectrum Automotive
Shelby 2021 Holdings Corp.		First Lien Secured Debt				SOFR+601, 0.75% Floor				06/29/28				14,287					13,571					13,524			(9)(21)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+601, 0.75% Floor				06/29/27				420					(4	)				(6	)		(8)(9)(21)(23)
																			13,567					13,518
						Total Diversified Investment Vehicles, Banking, Finance, Real Estate											$		51,303			$		46,015
Education
NFA Group
SSCP Spring Bidco Limited		First Lien Secured Debt				SON+603, 0.50% Floor				07/30/25		£		30,000			$		36,541			$		36,323			(9)(17)(29)
						Total Education											$		36,541			$		36,323
Energy - Electricity
Renew Financial LLC (f/k/a Renewable Funding, LLC)
AIC SPV Holdings II, LLC		Preferred Equity - Preferred Stock				N/A				N/A			534,375 Shares				$		534			$		91			(15)(17)(24)
Renew Financial LLC (f/k/a Renewable Funding, LLC)		Common Equity - Common Stock				N/A				N/A			1,368,286 Shares						16,813					158			(13)(17)(24)
Renew JV LLC		Common Equity - Membership Interests				N/A				N/A			346,752 Shares						347					395			(13)(17)(24)
																			17,694					644
Solarplicity Group Limited (f/k/a AMP Solar UK)
Solarplicity UK Holdings Limited		First Lien Secured Debt				4.00%				03/08/23		£		5,562					7,231					1,950			(11)(14)(17)
		Preferred Equity - Preferred Stock				N/A				N/A			4,286 Shares						5,623					-			(2)(13)(17)
		Common Equity - Ordinary Shares				N/A				N/A			2,825 Shares						4					-			(2)(13)(17)
																			12,858					1,950
						Total Energy – Electricity											$		30,552			$		2,594

 

See notes to financial statements.

13

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Energy - Oil & Gas
Pelican
Pelican Energy, LLC (4)		Common Equity - Membership Interests				N/A				N/A			1,444 Shares				$		11,802			$		144			(13)(16)(17)(24)
Spotted Hawk
SHD Oil & Gas, LLC (5)		Common Equity - Series C Units				N/A				N/A			50,952,525 Shares						43,454					300			(13)(16)(24)
		Common Equity - Series A Units				N/A				N/A			7,600,000 Shares						1,411					-			(13)(16)(24)
																			44,865					300
						Total Energy – Oil & Gas											$		56,667			$		444
Healthcare & Pharmaceuticals
83bar
83Bar, Inc.		First Lien Secured Debt				SOFR+586, 1.50% Floor				07/02/26		$		3,220			$		3,213			$		3,164			(9)(30)
Akoya
Akoya Biosciences, Inc.		First Lien Secured Debt				SOFR+691, 2.50% Floor				11/01/27				22,500					19,115					19,071			(9)(23)(30)
Alcami
Alcami Corporation		First Lien Secured Debt				SOFR+710, 1.00% Floor				12/21/28				8,842					7,880					7,980			(9)(21)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+710, 1.00% Floor				12/21/28				1,096					(34	)				(22	)		(8)(9)(21)(23)
																			7,846					7,958
Carbon6
Carbon6 Technologies, Inc.		First Lien Secured Debt				SOFR+685, 1.00% Floor				08/01/27				12,500					2,490					2,413			(9)(23)(30)
		Preferred Equity - Preferred Equity				N/A				N/A			280,899 Shares						250					250			(9)(13)
																			2,740					2,663
Cato Research
LS Clinical Services Holdings, Inc.		First Lien Secured Debt				SOFR+701, 1.00% Floor				12/16/27				12,895					12,668					12,171			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+701, 1.00% Floor				12/16/26				1,875					1,843					1,784			(9)(23)(31)
																			14,511					13,955
Celerion
Celerion Buyer, Inc.		First Lien Secured Debt				SOFR+650, 0.75% Floor				11/05/29				9,300					7,773					7,882			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+650, 0.75% Floor				11/03/28				639					(16	)				(10	)		(8)(9)(21)(23)
																			7,757					7,872
Cerus
Cerus Corporation		First Lien Secured Debt				SOFR+660, 1.80% Floor				03/01/28				16,500					16,465					16,500			(9)(17)(30)
		First Lien Secured Debt				SOFR+660, 1.00% Floor				03/01/28				6,000					1,474					1,500			(9)(17)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+385, 1.00% Floor				03/01/28				2,000					1,795					1,798			(9)(17)(21)(23) (30)
																			19,734					19,798
CNSI
CNSI Holdings, LLC		First Lien Secured Debt				SOFR+650, 0.50% Floor				12/15/28				17,865					17,311					17,240			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+650, 0.50% Floor				12/17/27				2,000					(59	)				(70	)		(8)(9)(21)(23)
																			17,252					17,170

 

 

 

See notes to financial statements.

14

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Compass Health
Roscoe Medical, Inc		First Lien Secured Debt				SOFR+636, 1.00% Floor				09/30/24				7,487					7,218					7,206			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+636, 1.00% Floor				09/30/24				1,393					931					931			(9)(21)(23)(30)
																			8,149					8,137
EmpiRx
EmpiRx Health LLC		First Lien Secured Debt				SOFR+510, 1.00% Floor				08/05/27				8,932					8,803					8,887			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+510, 1.00% Floor				08/05/27				909					(12	)				(5	)		(8)(9)(20)(21) (23)
																			8,791					8,882
Forge Biologics
Forge Biologics, Inc.		First Lien Secured Debt				SOFR+711, 0.50% Floor				12/03/26				20,000					19,933					19,916			(9)(30)
		First Lien Secured Debt				SOFR+686, 0.50% Floor				12/03/26				6,667					(21	)				(27	)		(8)(9)(23)
																			19,912					19,889
Gateway Services
Gateway US Holdings, Inc.		First Lien Secured Debt				SOFR+665, 0.75% Floor				09/22/26				9,657					9,521					9,545			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+665, 0.75% Floor				09/22/26				304					(2	)				(2	)		(8)(9)(21)(23)
																			9,519					9,543
Gossamer
GB001, Inc.		First Lien Secured Debt				SOFR+711, 2.00% Floor				01/01/25				27,097					3,048					3,108			(9)(17)(23)(30)
Health & Safety Institute
HSI HALO Acquisition, Inc.		First Lien Secured Debt				SOFR+585, 1.00% Floor				08/31/26				16,142					15,978					15,787			(9)(32)
		First Lien Secured Debt				SOFR+635, 1.00% Floor				08/31/26				2,447					2,403					2,420			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+585, 1.00% Floor				09/02/25				678					675					671			(9)(23)(32)
		First Lien Secured Debt - Revolver				P+475				09/02/25				135					135					134			(9)(28)
		Common Equity - Common Stock				N/A				N/A			500 Shares						500					1,366			(9)(13)
HSI Halo Holdings, LLC		Common Equity - Common Stock				N/A				N/A			104 Shares						16					14			(9)(13)(24)
																			19,707					20,392
KureSmart
Clearway Corporation (f/k/a NP/Clearway Holdings, Inc.)		Common Equity - Common Stock				N/A				N/A			133 Shares						133					247			(9)(13)
Kure Pain Holdings, Inc.		First Lien Secured Debt				SOFR+610, 1.00% Floor				08/27/25				21,325					21,217					21,231			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+510, 1.00% Floor				08/27/24				2,654					(12	)				(6	)		(8)(9)(21)(23)
																			21,338					21,472
LucidHealth
Premier Imaging, LLC		First Lien Secured Debt				SOFR+611, 1.00% Floor				01/02/25				8,052					7,993					7,952			(9)(31)

 

 

See notes to financial statements.

15

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Mannkind Corporation
Mannkind Corporation		First Lien Secured Debt				SOFR+635, 1.00% Floor				08/01/25				13,289					13,248					13,369			(9)(26)(30)
		Common Equity - Common Stock				N/A				N/A			334,226 Shares						76					1,380			(9)(10)(13)
																			13,324					14,749
Maxor National Pharmacy Services, LLC
Maxor National Pharmacy Services, LLC		First Lien Secured Debt				SOFR+700, 1.00% Floor				03/01/29				13,353					12,975					12,952			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+700, 1.00% Floor				03/01/29				1,530					(42	)				(46	)		(8)(9)(21)(23)
Maxor Topco, L.P.		Preferred Equity - Preferred Equity				N/A				N/A			50,000 Shares						50					58			(9)(13)(24)
																			12,983					12,964
Medical Guardian
Medical Guardian, LLC		First Lien Secured Debt				SOFR+635, 1.00% Floor				10/26/26				30,879					30,575					30,415			(9)(30)
		First Lien Secured Debt				SOFR+660, 1.00% Floor				10/26/26				4,762					(16	)				(71	)		(8)(9)(21)(23)
		First Lien Secured Debt - Revolver				SOFR+635, 1.00% Floor				10/26/26				3,810					707					686			(9)(21)(23)(30)
																			31,266					31,030
Midwest Vision
Midwest Vision Partners Management, LLC		First Lien Secured Debt				SOFR+665, 1.00% Floor				01/12/27				24,041					21,318					21,022			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+665, 1.00% Floor				01/12/27				612					604					595			(9)(23)(31)
																			21,922					21,617
Orchard
Orchard Therapeutics PLC		First Lien Secured Debt				SOFR+605, 1.00% Floor				05/28/26				8,381					8,365					8,381			(9)(17)(30)
Paragon 28
Paragon 28, Inc.		First Lien Secured Debt				SOFR+611, 1.00% Floor				05/01/26				10,000					7,484					7,450			(9)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+386, 1.00% Floor				05/01/26				2,000					(8	)				(10	)		(8)(9)(21)(23)
																			7,476					7,440
Partner Therapeutics, Inc
Partner Therapeutics, Inc		Preferred Equity - Preferred Equity				N/A				N/A			55,556 Shares						333					552			(9)(13)
		Warrants - Warrants				N/A				N/A				73					389					371			(9)(13)
																			722					923
PHS
PHS Buyer, Inc.		First Lien Secured Debt				SOFR+610 Cash plus 1.5% PIK, 1.00% Floor				01/31/27				24,007					23,727					23,887			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+610 Cash plus 1.5% PIK, 1.00% Floor				01/31/27				2,000					1,033					1,059			(9)(21)(23)(30)
																			24,760					24,946
RHA Health Services
Pace Health Companies, LLC		First Lien Secured Debt				SOFR+465, 1.00% Floor				08/02/25				3,740					3,715					3,735			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+465, 1.00% Floor				08/02/25				500					(11	)				(1	)		(8)(9)(20)(21) (23)
																			3,704					3,734

 

 

See notes to financial statements.

16

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Rigel Pharmaceuticals
Rigel Pharmaceuticals, Inc.		First Lien Secured Debt				SOFR+576, 1.50% Floor				09/01/26				18,000					17,999					18,000			(9)(30)
Team Select
TS Investors, LLC		First Lien Secured Debt				SOFR+660, 1.00% Floor				05/04/29				2,311					1,874					1,884			(9)(21)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+660, 1.00% Floor				05/04/29				185					(6	)				(5	)		(8)(9)(21)(23)
																			1,868					1,879
TELA Bio, Inc.
TELA Bio, Inc.		First Lien Secured Debt				SOFR+635, 1.00% Floor				05/01/27				16,667					13,282					13,333			(9)(23)(30)
TersSera
TerSera Therapeutics LLC		First Lien Secured Debt				SOFR+675, 1.00% Floor				04/04/29				13,860					13,467					13,549			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+675, 1.00% Floor				04/04/29				1,140					(31	)				(26	)		(8)(9)(21)(23)
																			13,436					13,523
TissueTech
TissueTech, Inc.		First Lien Secured Debt				SOFR+586, 1.00% Floor				04/01/27				17,500					12,204					12,250			(9)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+411, 1.00% Floor				04/01/27				1,000					(4	)				-			(9)(21)(23)
																			12,200					12,250
Treace
Treace Medical Concepts, Inc.		First Lien Secured Debt				SOFR+610, 1.00% Floor				04/01/27				35,000					14,527					13,708			(9)(17)(23)(27) (30)
		First Lien Secured Debt - Revolver				SOFR+410, 1.00% Floor				04/01/27				3,000					389					310			(9)(17)(21)(23) (27)(30)
																			14,916					14,018
Unchained Labs
Unchained Labs, LLC		First Lien Secured Debt				SOFR+555, 1.00% Floor				08/09/27				4,132					4,087					4,091			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+555, 1.00% Floor				08/09/27				726					(9	)				(7	)		(8)(9)(21)(23)
																			4,078					4,084
US Fertility
US Fertility Enterprises, LLC		First Lien Secured Debt				SOFR+660, 1.00% Floor				12/21/27				2,965					2,899					2,920			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+650, 1.00% Floor				12/21/27				63					(1	)				(1	)		(8)(9)(21)(23)
																			2,898					2,919
ViewRay
ViewRay Inc.		First Lien Secured Debt				3.50%				11/01/27				9,583					9,350					6,005			(9)(14)(17)
WellDyneRx, LLC
WelldyneRX, LLC		First Lien Secured Debt				SOFR+685, 0.75% Floor				03/09/27				17,806					17,526					17,316			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+685, 0.75% Floor				03/09/26				1,923					(24	)				(53	)		(8)(9)(21)(23)
																			17,502					17,263
						Total Healthcare & Pharmaceuticals											$		422,676			$		420,084

 

 

See notes to financial statements.

17

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
High Tech Industries
Acronis AG
ACRONIS AG		First Lien Secured Debt				SOFR+595, 1.00% Floor				04/01/27		$		21,000			$		20,945			$		21,000			(9)(17)(30)
American Megatrends
AMI US Holdings Inc.		First Lien Secured Debt				SOFR+535, 1.00% Floor				04/01/25				21,099					20,967					21,099			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+535, 0.00% Floor				04/01/24				2,907					343					349			(9)(21)(23)(30)
																			21,310					21,448
BarTender
Sigma Buyer LLC		First Lien Secured Debt				SOFR+675, 0.75% Floor				01/04/28				5,970					5,808					5,910			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+675, 0.75% Floor				01/04/28				1,500					(38	)				(15	)		(8)(9)(21)(23)
																			5,770					5,895
Calero Holdings, Inc.
Telesoft Holdings, LLC		First Lien Secured Debt				SOFR+585, 1.00% Floor				12/16/25				21,932					21,735					21,515			(30)
		First Lien Secured Debt - Revolver				SOFR+585, 1.00% Floor				12/16/25				2,273					193					168			(21)(23)(30)
																			21,928					21,683
ChyronHego Corporation
ChyronHego Corporation (5)		Preferred Equity - Preferred Equity				N/A				N/A			7,800 Shares						6,000					22,291			(13)(24)
ChyronHego US Holding Corporation (5)		First Lien Secured Debt				SOFR+350, 1.75% Floor				06/30/26				106,906					106,690					106,906			(31)
		First Lien Secured Debt - Revolver				SOFR+600, 1.75% Floor				06/30/26				5,000					-					-			(21)(23)
																			112,690					129,197
Dairy.com
Momentx Corporation		First Lien Secured Debt				SOFR+585, 1.00% Floor				06/24/27				15,085					14,884					14,918			(9)(31)
		First Lien Secured Debt				SOFR+635, 1.00% Floor				06/24/27				1,360					1,335					1,365			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+585, 1.00% Floor				06/24/27				1,257					(16	)				(14	)		(8)(9)(21)(23)
																			16,203					16,269
Digital.ai
Digital.ai Software Holdings, Inc.		First Lien Secured Debt				SOFR+710, 1.00% Floor				02/10/27				22,016					21,632					21,411			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+710, 1.00% Floor				02/10/27				2,419					463					425			(9)(21)(23)(31)
																			22,095					21,836
GoHealth
Norvax, LLC		First Lien Secured Debt - Revolver				SOFR+660, 1.00% Floor				09/13/24				3,182					(15	)				-			(9)(21)(23)
Gtreasury
G Treasury SS LLC		First Lien Secured Debt				SOFR+600, 1.00% Floor				06/29/29				2,250					207					205			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+600, 1.00% Floor				06/29/29				250					(5	)				(5	)		(8)(9)(21)(23)
																			202					200
International Cruise & Excursion Gallery, Inc.
International Cruise & Excursion Gallery, Inc.		First Lien Secured Debt				SOFR+535, 1.00% Floor				06/06/25				14,213					14,135					13,935			(30)

 

 

See notes to financial statements.

18

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Litify
Litify Holdings Inc.		Common Equity - Common Stock				N/A				N/A			20,173 Shares						83					137			(9)(13)(24)
Litify LLC		First Lien Secured Debt				SOFR+710, 1.00% Floor				02/02/29				11,667					11,343					11,375			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+710, 1.00% Floor				02/02/29				833					(22	)				(21	)		(8)(9)(21)(23)
																			11,404					11,491
Modern Campus
Destiny Solutions U.S., Inc.		First Lien Secured Debt				SOFR+585, 1.00% Floor				06/08/26				25,445					25,069					25,000			(19)(30)
RMCF IV CIV XXXV, L.P.		Common Equity - Common Stock				N/A				N/A			482 Shares						1,000					1,781			(13)
																			26,069					26,781
MYCOM
Magnate Holding Corp.		First Lien Secured Debt				SOFR+615, 0.50% Floor				12/16/24				18,914					18,884					18,824			(9)(17)(31)
		First Lien Secured Debt - Revolver				SOFR+615, 0.50% Floor				12/14/23				3,150					3,145					3,141			(9)(17)(23)(31)
																			22,029					21,965
New Era Technology, Inc.
New Era Technology, Inc.		First Lien Secured Debt				SOFR+640, 1.00% Floor				10/31/26				31,992					31,602					31,273			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+640, 1.00% Floor				10/30/26				1,732					(21	)				(39	)		(8)(9)(21)(23)
																			31,581					31,234
Omada
Omada Health, Inc.		First Lien Secured Debt				SOFR+710, 2.50% Floor				06/01/28				2,900					1,422					1,422			(9)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+410, 2.50% Floor				06/01/28				100					4					4			(9)(21)(23)(30)
																			1,426					1,426
Pro Vigil
Pro-Vigil Holding Company, LLC		First Lien Secured Debt				SOFR+860, 1.00% Floor				01/11/25				22,994					20,166					20,246			(9)(21)(23)(31)
Schlesinger Group
Schlesinger Global, LLC		First Lien Secured Debt				SOFR+615 Cash plus 1.00% PIK, 1.00% Floor				07/12/25				10,260					10,165					10,191			(9)(31)
		First Lien Secured Debt				SOFR+790, 1.00% Floor				07/12/25				946					939					946			(9)(31)
																			11,104					11,137
Simeio
Simeio Group Holdings, Inc.		First Lien Secured Debt				SOFR+560 Cash plus 0.5% PIK, 1.00% Floor				02/02/26				8,106					8,055					7,984			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+560, 1.00% Floor				02/02/26				1,731					1,144					1,124			(9)(21)(23)(30)
																			9,199					9,108
Sirsi Corporation
Sirsi Corporation		First Lien Secured Debt				SOFR+460, 1.00% Floor				03/15/24				4,936					4,928					4,887			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+460, 1.00% Floor				03/15/24				429					(1	)				(4	)		(8)(9)(21)(23)
																			4,927					4,883

 

 

See notes to financial statements.

19

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Springbrook
Springbrook Holding Company, LLC		First Lien Secured Debt				SOFR+586, 1.00% Floor				12/23/26				15,687					15,525					15,459			(30)
		First Lien Secured Debt				SOFR+661, 1.00% Floor				12/23/26				2,337					2,310					2,350			(30)
		First Lien Secured Debt - Revolver				SOFR+586, 1.00% Floor				12/23/26				1,463					(12	)				(21	)		(8)(21)(23)
																			17,823					17,788
UpStack
Upstack Holdco Inc.		First Lien Secured Debt				SOFR+635, 1.00% Floor				08/20/27				31,470					30,872					31,156			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+560, 1.00% Floor				08/20/27				3,000					(54	)				(30	)		(8)(9)(20)(21) (23)
																			30,818					31,126
						Total High Tech Industries											$		421,809			$		438,648
Hotel, Gaming, Leisure, Restaurants
Cave
Cave Enterprises Operations, LLC		First Lien Secured Debt				SOFR+660, 1.50% Floor				08/09/28		$		9,993			$		8,501			$		8,656			(9)(23)(30)
CircusTrix
CircusTrix Holdings LLC		First Lien Secured Debt				SOFR+675, 1.00% Floor				07/18/28				4,000					940					938			(9)(21)(23)(30)
		First Lien Secured Debt - Revolver				SOFR+675, 1.00% Floor				07/18/28				1,000					(24	)				(25	)		(8)(9)(21)(23)
																			916					913
Guernsey
Guernsey Holdings SDI LA LLC		First Lien Secured Debt				6.95%				11/18/26				1,852					1,840					1,704			(9)
		First Lien Secured Debt				SOFR+595, 1.00% Floor				11/18/26				1,167					-					(6	)		(8)(9)(23)
																			1,840					1,698
PARS Group LLC
PARS Group LLC		First Lien Secured Debt				SOFR+685, 1.50% Floor				04/03/28				9,955					8,887					8,853			(9)(23)(30)
Taco Cabana
YTC Enterprises, LLC		First Lien Secured Debt				SOFR+636, 1.00% Floor				08/16/26				9,608					9,532					9,416			(9)(30)
						Total Hotel, Gaming, Leisure, Restaurants											$		29,676			$		29,536
Insurance
High Street Insurance
High Street Buyer, Inc.		First Lien Secured Debt				SOFR+615, 0.75% Floor				04/14/28		$		29,658			$		29,272			$		29,213			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+615, 0.75% Floor				04/16/27				2,203					(26	)				(33	)		(8)(9)(21)(23)
																			29,246					29,180
PGM Holdings Corporation
Turbo Buyer, Inc.		First Lien Secured Debt				SOFR+625, 1.00% Floor				12/02/25				18,936					18,742					18,462			(9)(31)(32)
		First Lien Secured Debt - Revolver				SOFR+600, 1.00% Floor				12/02/25				923					(8	)				(23	)		(8)(9)(21)(23)
																			18,734					18,439

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Relation Insurance
AQ Sunshine, Inc.		First Lien Secured Debt				SOFR+640, 1.00% Floor				04/15/25				34,329					33,975					34,250			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+640, 1.00% Floor				04/15/24				1,785					1,760					1,760			(9)(20)(23)(31)
																			35,735					36,010
						Total Insurance											$		83,715			$		83,629
Manufacturing, Capital Equipment
AVAD, LLC
Surf Opco, LLC		First Lien Secured Debt - Revolver				SOFR+411, 1.00% Floor				03/17/26		$		20,000			$		13,729			$		13,629			(9)(16)(20)(21) (23)(30)
		Preferred Equity - Class P-1 Preferred				N/A				N/A			33,333 Shares						3,333					6,667			(9)(13)(16)
		Preferred Equity - Class P-2 Preferred				N/A				N/A			85,164 Shares						8,517					4,079			(9)(13)(16)
		Common Equity - Class A-1 Common				N/A				N/A			3,333 Shares						-					280			(9)(13)(16)
																			25,579					24,655
International Wire Group
IW Buyer LLC		First Lien Secured Debt				SOFR+685, 1.00% Floor				06/28/29				2,101					2,040					2,049			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+685, 1.00% Floor				06/28/29				393					(11	)				(10	)		(8)(9)(21)(23)
																			2,029					2,039
Kauffman
Kauffman Holdco, LLC		Common Equity - Common Stock				N/A				N/A			250,000 Shares						248					238			(9)
Kauffman Intermediate, LLC		First Lien Secured Debt				SOFR+585, 1.00% Floor				05/08/25				16,019					15,928					15,745			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+585, 1.00% Floor				05/08/25				1,243					78					56			(9)(21)(23)(30)
																			16,254					16,039
MedPlast Holdings Inc.
Viant Medical Holdings, Inc. (fka MedPlast Holdings, Inc.)		Second Lien Secured Debt				L+786, 0.00% Floor				07/02/26				8,000					7,974					7,625			(34)
						Total Manufacturing, Capital Equipment											$		51,836			$		50,358
Media - Diversified & Production
Sonar Entertainment
Sonar Entertainment, Inc.		First Lien Secured Debt				P+760				11/15/21		$		185			$		184			$		185			(9)(11)(28)
		First Lien Secured Debt - Revolver				P+760				11/15/21				149					88					149			(9)(11)(23)(28)
						Total Media – Diversified & Production											$		272			$		334
Retail
IPS
SI Holdings, Inc.		First Lien Secured Debt				SOFR+610, 1.00% Floor				07/25/25		$		30,529			$		30,329			$		30,365			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+610, 1.00% Floor				07/25/24				3,413					2,258					2,259			(9)(21)(23)(31)
													Total Retail				$		32,587			$		32,624
Telecommunications
Securus Technologies Holdings, Inc.
Securus Technologies Holdings, Inc.		Second Lien Secured Debt				L+825, 1.00% Floor				11/01/25		$		7,128			$		7,101			$		6,094			(36)
						Total Telecommunications											$		7,101			$		6,094

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate				Maturity Date		Par/Shares (12)					Cost (38)					Fair Value (1)(39)
Transportation - Cargo, Distribution
Beacon Mobility
Beacon Mobility Corp.		First Lien Secured Debt				SOFR+635, 1.00% Floor				05/22/24		$		37,161			$		37,003			$		36,945			(9)(30)(31)
		First Lien Secured Debt - Revolver				4.10%				05/22/24				55,000					-					-			(9)(22)(23)
		First Lien Secured Debt - Revolver				SOFR+635, 1.00% Floor				05/22/24				4,145					(24	)				(24	)		(8)(9)(20)(21) (23)
																			36,979					36,921
Heniff and Superior
Heniff Holdco, LLC		First Lien Secured Debt				SOFR+585, 1.00% Floor				12/03/26				29,521					29,201					29,078			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+585, 1.00% Floor				12/03/24				3,925					1,877					1,868			(9)(20)(21)(23) (30)
																			31,078					30,946
MSEA Tankers LLC
MSEA Tankers LLC (5)		Common Equity - Class A Units				N/A				N/A									15,791					50			(13)(17)(18)(24)
						Total Transportation – Cargo, Distribution											$		83,848			$		67,917
Utilities - Electric
Congruex
Congruex Group LLC		First Lien Secured Debt				SOFR+590, 0.75% Floor				05/03/29		$		14,813			$		14,513			$		14,516			(9)(31)
						Total Utilities – Electric											$		14,513			$		14,516
Wholesale
Banner Solutions
Banner Buyer, LLC		First Lien Secured Debt				SOFR+585, 1.00% Floor				10/31/25		$		15,064			$		14,964			$		14,962			(9)(30)
		First Lien Secured Debt - Revolver				SOFR+585, 0.00% Floor				10/31/25				1,935					(14	)				(13	)		(8)(9)(21)(23)
Banner Parent Holdings, Inc.		Common Equity - Common Stock				N/A				N/A			6,125 Shares						613					606			(9)(13)
																			15,563					15,555
Thomas Scientific
BSP-TS, LP		Common Equity - Common Stock				N/A				N/A			185 Shares						185					128			(9)(13)
Thomas Scientific, LLC		First Lien Secured Debt				SOFR+640, 1.00% Floor				12/14/27				31,333					30,867					30,753			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+565, 1.00% Floor				12/14/27				2,963					(42	)				(55	)		(8)(9)(21)(23)
																			31,010					30,826
						Total Wholesale											$		46,573			$		46,381
Total Investments before Cash Equivalents																	$		2,577,283			$		2,369,108
J.P. Morgan U.S. Government Money Market Fund						N/A				N/A				138			$		138			$		138			(37)
Goldman Sachs Financial Square Government Fund						N/A				N/A				111			$		111			$		111			(37)
Total Investments after Cash Equivalents																	$		2,577,532			$		2,369,357			(6)(7)

 

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

Name of Issuer		Fair Value at December 31, 2022						Gross Additions ●					Gross Reductions ■					Net Change in Unrealized Gains (Losses)					Fair Value at September 30, 2023					Net Realized Gains (Losses)					Interest/ Dividend/ Other Income
1244311 B.C. Ltd., Common Stock		$		339			$		—			$		—			$		494			$		833			$		—			$		—
1244311 B.C. Ltd., Term Loan				3,830					83					(8	)				112					4,017					—					315
AIC SPV Holdings II, LLC, Preferred Equity*				74					—					(74	)				—					—					—					—
Carbonfree Chemicals Holdings LLC, Common Stock				20,202					—					—					(1,497	)				18,705					—					—
FC2 LLC, Term Loan				12,500					—					—					—					12,500					—					607
FC2 LLC, Common Stock				—					—					—					—					—					—					—
Golden Bear 2016-R, LLC, Membership Interests				9,413					106					—					2,451					11,970					—					—
GSC Technologies Inc., Term Loan				177					7					(198	)				14					—					—					13
Pelican Energy, LLC, Common Stock				195					—					(469	)				418					144					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series B Preferred Stock*				—					—					—					—					—					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series D Preferred Stock*				—					—					—					—					—					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series E Preferred Stock				—					—					—					—					—					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Preferred Equity*				1,961					—					(1,961	)				—					—					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Common Stock*				—					—					—					—					—					—					—
Renew JV LLC, Membership Interests*				449					—					(449	)				—					—					—					—
Auto Pool 2023 Trust (Del. Stat. Trust)				—					29,946					(611	)				(544	)				28,791					—					704
		$		49,141			$		30,142			$		(3,770	)		$		1,447			$		76,960			$		—			$		1,639

 

* As of September 30, 2023 this investment was not consider to be an “Affiliated Person” to the Company. The Company’s ownership of, or power to vote, the outstanding voting securities of the investment was reduced below 5% during the current period.

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Name of Issuer		Fair Value at December 31, 2022						Gross Additions ●					Gross Reductions ■					Net Change in Unrealized Gains (Losses)					Fair Value at September 30, 2023					Net Realized Gains (Losses)					Interest/ Dividend/ Other Income
Majority Owned Company
ChyronHego Corporation, Preferred Equity		$		22,500			$		—			$		—			$		(209	)		$		22,291			$		—			$		—
ChyronHego Corporation, Revolver				8,956					1,044					(9,989	)				(11	)				—					—					440
ChyronHego Corporation, Term Loan				91,042					1,246					(91,833	)				(455	)				—					—					4,916
ChyronHego US Holding Corporation, Term Loan				—					106,691					—					215					106,906					—					2,951
ChyronHego US Holding Corporation, Revolver				—					—					—					—					—					—					6
Merx Aviation Finance, LLC, Letter of Credit				—					—					—					—					—					—					—
Merx Aviation Finance, LLC, Membership Interests				111,446					—					—					2,877					114,323					—					—
Merx Aviation Finance, LLC, Revolver				150,000					—					(68,925	)				—					81,075					—					6,300
MSEA Tankers LLC, Class A Units				4,256					—					(3,605	)				(601	)				50					—					—
Controlled Company
SHD Oil & Gas, LLC, Series C Units				580					—					—					(280	)				300					—					—
SHD Oil & Gas, LLC, Series A Units				—					—					—					—					—					—					—
		$		388,780			$		108,981			$		(174,352	)		$		1,536			$		324,945			$		—			$		14,613

 

 

 

As of September 30, 2023, the Company had a 87%, 100%, 100% and 38% equity ownership interest in ChyronHego Corporation; Merx Aviation Finance, LLC; MSEA Tankers, LLC; and SHD Oil & Gas, LLC (f/k/a Spotted Hawk Development LLC), respectively.

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Name of Issuer		Total Commitment						Drawn Commitment					Letters of Credit **					Undrawn Commitment
A&V Holdings Midco, LLC		$		1,505			$		361			$		—			$		1,144
AMI US Holdings Inc.				2,907					349					—					2,558
AQ Sunshine, Inc.				1,785					1,762					23					—
Activ Software Holdings, LLC				2,407					—					—					2,407
Akoya Biosciences, Inc.				3,375					—					—					3,375
Alcami Corporation				1,781					—					—					1,781
Alpinex Opco, LLC				1,489					596					—					893
Athlete Buyer, LLC				1,384					—					—					1,384
Banner Buyer, LLC				1,935					—					—					1,935
Beacon Mobility Corp.				59,145					—					57,755					1,390
Berner Food & Beverage, LLC				2,881					1,665					—					1,216
CNSI Holdings, LLC				2,000					—					—					2,000
Carbon6 Technologies, Inc.				10,000					—					—					10,000
Cave Enterprises Operations, LLC				1,333					—					—					1,333
Celerion Buyer, Inc.				1,918					—					—					1,918
Cerus Corporation				6,500					1,798					—					4,702
ChyronHego US Holding Corporation				5,000					—					—					5,000
CircusTrix Holdings LLC				4,000					—					—					4,000
Club Car Wash Operating, LLC				2,900					1,625					—					1,275
Compu-Link Corporation				2,273					—					—					2,273
Digital.ai Software Holdings, Inc.				2,419					504					—					1,915
Eagle Purchaser, Inc.				1,579					342					—					1,237
Eldrickco Limited*				4,913					434					—					4,479
EmpiRx Health LLC				909					—					227					682
Forge Biologics, Inc.				6,667					—					—					6,667
G Treasury SS LLC				2,250					—					—					2,250
GB001, Inc.				24,000					—					—					24,000
GI Apple Midco LLC				1,262					341					45					876
GS SEER Group Borrower LLC				1,743					—					—					1,743
Gabriel Partners, LLC				665					133					—					532
Gateway US Holdings, Inc.				368					—					—					368
Go Car Wash Management Corp.				13,142					—					—					13,142
Graffiti Buyer, Inc.				2,115					407					—					1,708
Guernsey Holdings SDI LA LLC				1,167					—					—					1,167
Gutter Buyer, Inc.				2,727					2,584					143					—
HRO (Hero Digital) Holdings, LLC				9,915					2,519					31					7,365
HSI HALO Acquisition, Inc.				813					813					—					—
Health Management Associates Superholdings, Inc.				768					—					8					760
Heniff Holdco, LLC				3,925					1,897					164					1,864
High Street Buyer, Inc.				2,203					—					—					2,203
Hive Intermediate, LLC				2,326					629					—					1,697
HomeRenew Buyer, Inc.				1,958					1,566					—					392
IW Buyer LLC				393					—					—					393
JF Acquisition, LLC				1,569					1,381					—					188
Jacent Strategic Merchandising				3,500					3,457					—					43
KDC/ONE Development Corporation, Inc.				6,020					1,283					56					4,681
KL Charlie Acquisition Company				1,962					1,537					—					425
Kauffman Intermediate, LLC				1,243					78					—					1,165
Kure Pain Holdings, Inc.				2,654					—					—					2,654
LS Clinical Services Holdings, Inc.				1,875					1,875					—					—
Lash OpCo, LLC				1,612					1,216					—					396
LendingPoint LLC				8,333					8,333					—					—

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

Name of Issuer		Total Commitment						Drawn Commitment					Letters of Credit **					Undrawn Commitment
Lifelong Learner Holdings, LLC				2,985					2,982					—					3
Litify LLC				833					—					—					833
M&M OPCO, LLC				476					—					—					476
Magnate Holding Corp.				3,150					3,150					—					—
Marlin DTC-LS Midco 2, LLC				685					—					—					685
Maxor National Pharmacy Services, LLC				1,530					—					—					1,530
Medical Guardian, LLC				8,571					742					—					7,829
Merx Aviation Finance, LLC (1)				87,252					81,075					6,177					—
Midwest Vision Partners Management, LLC				3,029					612					—					2,417
Momentx Corporation				1,257					—					—					1,257
Naviga Inc. (fka Newscycle Solutions, Inc.)				500					340					—					160
New Era Technology, Inc.				1,732					—					—					1,732
Norvax, LLC				3,182					—					—					3,182
Omada Health, Inc.				1,550					5					—					1,545
PARS Group LLC				952					—					—					952
PHS Buyer, Inc.				2,000					1,069					—					931
Pace Health Companies, LLC				500					—					118					382
Paladone Group Bidco Limited				3,295					—					—					3,295
Paladone Group Bidco Limited*				431					—					—					431
Paragon 28, Inc.				4,500					—					—					4,500
Pave America Interco, LLC (f/k/a Pavement Partners Interco, LLC)				942					471					—					471
Precision Refrigeration & Air Conditioning LLC				1,705					568					—					1,137
PrimeFlight Acquisition, LLC				—					—					—					—
Pro-Vigil Holding Company, LLC				2,533					—					—					2,533
Project Comfort Buyer, Inc.				1,731					—					—					1,731
Protein For Pets Opco, LLC				2,219					—					—					2,219
Purchasing Power Funding I, LLC				9,112					9,112					—					—
RHI Acquisition LLC				3,301					—					—					3,301
Roscoe Medical, Inc				1,393					983					—					410
SI Holdings, Inc.				3,413					2,270					—					1,143
Shelby 2021 Holdings Corp.				969					—					—					969
Sigma Buyer LLC				1,500					—					—					1,500
Simeio Group Holdings, Inc.				1,731					1,154					—					577
Sirsi Corporation				429					—					—					429
Sonar Entertainment, Inc.				149					149					—					—
Springbrook Holding Company, LLC				1,463					—					—					1,463
Surf Opco, LLC				20,000					13,729					1,667					4,604
TELA Bio, Inc.				3,333					—					—					3,333
THLP CO. LLC				4,494					1,312					135					3,047
TS Investors, LLC				554					—					—					554
Telesoft Holdings, LLC				2,273					212					—					2,061
TerSera Therapeutics LLC				1,140					—					—					1,140
Thomas Scientific, LLC				2,963					—					—					2,963
TissueTech, Inc.				6,250					—					—					6,250
Treace Medical Concepts, Inc.				23,417					400					—					23,017
Trench Plate Rental Co.				1,818					590					125					1,103
Truck-Lite Co., LLC				3,052					—					95					2,957
Turbo Buyer, Inc.				923					—					—					923
US Fertility Enterprises, LLC				62					—					—					62
USLS Acquisition, Inc.				1,607					884					62					661
Ultimate Baked Goods Midco LLC				3,243					—					628					2,615
Unchained Labs, LLC				726					—					—					726
Upstack Holdco Inc.				3,000					—					110					2,890
Village Pet Care, LLC				6,000					—					—					6,000
WelldyneRX, LLC				1,923					—					—					1,923

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

Name of Issuer		Total Commitment						Drawn Commitment					Letters of Credit **					Undrawn Commitment
Westfall Technik, Inc.				2,039					2,039					—					—
Wildcat BuyerCo, Inc.				725					—					30					695
Yak Access LLC				5,000					1,250					—					3,750
Total Commitments		$		489,055			$		164,583			$		67,599			$		256,873

(1) The Company has an unfunded revolver commitment to its fully controlled affiliate Merx Aviation Finance, LLC of $18,925 as of September 30, 2023. Given the Company's controlling interest, the timing and the amount of the funding has not been determined.

* These investments are in a foreign currency and the total commitment has been converted to USD using the September 30, 2023 exchange rate.

** For all letters of credit issued and outstanding on September 30, 2023, $11,722 will expire in 2023 and $55,878 will expire in 2024.

Issuer		Investment Type		Acquisition Date
1244311 B.C. Ltd.		Common Equity - Common Stock		9/30/2020
Carbonfree Chemicals Holdings LLC		Common Equity - Common Equity / Interest		11/1/2019
ChyronHego Corporation		Preferred Equity - Preferred Equity		12/29/2020
FC2 LLC		Common Equity - Common Stock		10/14/2022
Greylock Holdings LLC		Common Equity - Common Stock		3/16/2023
GS SEER Group Holdings, LLC		Common Equity - Common Stock		4/28/2023
HSI Halo Holdings, LLC		Common Equity - Common Stock		11/9/2022
Litify Holdings Inc.		Common Equity - Common Stock		2/3/2023
Maxor Topco, L.P.		Preferred Equity - Preferred Equity		3/1/2023
Merx Aviation Finance, LLC		Common Equity - Membership Interests		9/1/2022
MSEA Tankers LLC		Common Equity - Class A Units		12/12/2014
Pelican Energy, LLC		Common Equity - Membership Interests		3/28/2012
SHD Oil & Gas, LLC		Common Equity - Series A Units		11/18/2016
SHD Oil & Gas, LLC		Common Equity - Series C Units		12/27/2012
Silk Holdings I Corp.		Common Equity - Common Stock		5/1/2023

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

Industry		First Lien - Secured Debt					Second Lien - Secured Debt					Unsecured Debt					Structured Products and Other					Preferred Equity					Common Equity/Interests					Warrants					Total
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing		$		46,953			$		—			$		—			$		—			$		—			$		432			$		—			$		47,385
Automotive				60,347					—					—					—					—					23,971					—					84,318
Aviation and Consumer Transport				5,304					—					—					—					—					—					—					5,304
Beverage, Food & Tobacco				99,960					—					—					—					448					1,409					—					101,817
Business Services				235,455					65,067					—					—					89					2,023					—					302,634
Chemicals, Plastics & Rubber				23,415					—					—					—					—					—					—					23,415
Construction & Building				49,393					—					—					—					—					500					—					49,893
Consumer Goods – Durable				18,152					—					—					—					—					107					—					18,259
Consumer Goods – Non-durable				83,657					—					—					—					492					2,235					—					86,384
Consumer Services				157,104					—					—					—					—					—					—					157,104
Diversified Investment Vehicles, Banking, Finance, Real Estate				34,100					—					—					—					—					100					—					34,200
Education				36,541					—					—					—					—					—					—					36,541
Energy – Electricity				7,231					—					—					—					6,157					17,164					—					30,552
Healthcare & Pharmaceuticals				420,929					—					—					—					633					725					389					422,676
High Tech Industries				308,036					—					—					—					—					1,083					—					309,119
Hotel, Gaming, Leisure, Restaurants				29,676					—					—					—					—					—					—					29,676
Insurance				83,715					—					—					—					—					—					—					83,715
Manufacturing, Capital Equipment				31,764					7,974					—					—					11,850					248					—					51,836
Media – Diversified & Production				272					—					—					—					—					—					—					272
Retail				32,587					—					—					—					—					—					—					32,587
Telecommunications				—					7,101					—					—					—					—					—					7,101
Transportation – Cargo, Distribution				68,057					—					—					—					—					—					—					68,057
Utilities – Electric				14,513					—					—					—					—					—					—					14,513
Wholesale				45,775					—					—					—					—					798					—					46,573
Total Non-Controlled / Non-Affiliated Investments		$		1,892,936			$		80,142			$		—			$		—			$		19,669			$		50,795			$		389			$		2,043,931
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber		$		12,500			$		—			$		—			$		—			$		—			$		56,505			$		—			$		69,005
Consumer Goods – Durable				4,186					—					—					—					—					1,000					—					5,186
Consumer Services				—					—					—					29,335					—					—					—					29,335
Diversified Investment Vehicles, Banking, Finance, Real Estate				—					—					—					17,103					—					—					—					17,103
Energy – Electricity				—					—					—					—					—					—					—					—
Energy – Oil & Gas				—					—					—					—					—					11,802					—					11,802
Total Non-Controlled / Affiliated Investments		$		16,686			$		—			$		—			$		46,438			$		—			$		69,307			$		—			$		132,431
Controlled Investments
Aviation and Consumer Transport		$		81,075			$		—			$		—			$		—			$		—			$		146,500			$		—			$		227,575
Energy – Oil & Gas				—					—					—					—					—					44,865					—					44,865
High Tech Industries				106,690					—					—					—					6,000					—					—					112,690
Transportation – Cargo, Distribution				—					—					—					—					—					15,791					—					15,791
Total Controlled Investments		$		187,765			$		—			$		—			$		—			$		6,000			$		207,156			$		—			$		400,921
Total		$		2,097,387			$		80,142			$		—			$		46,438			$		25,669			$		327,258			$		389			$		2,577,283

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

Industry		First Lien - Secured Debt					Second Lien - Secured Debt					Unsecured Debt					Structured Products and Other					Preferred Equity					Common Equity/Interests					Warrants					Total					% of Net Assets
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing		$		45,482			$		—			$		—			$		—			$		—			$		556			$		—			$		46,038				4.62	%
Automotive				59,228					—					—					—					—					1,955					—					61,183				6.14	%
Aviation and Consumer Transport				5,300					—					—					—					—					—					—					5,300				0.53	%
Beverage, Food & Tobacco				98,182					—					—					—					197					1,963					—					100,342				10.07	%
Business Services				234,019					52,601					—					—					89					3,277					—					289,986				29.09	%
Chemicals, Plastics & Rubber				22,117					—					—					—					—					—					—					22,117				2.22	%
Construction & Building				48,870					—					—					—					—					172					—					49,042				4.92	%
Consumer Goods – Durable				18,358					—					—					—					—					881					—					19,239				1.93	%
Consumer Goods – Non-durable				83,561					238					—					—					69					185					—					84,053				8.43	%
Consumer Services				156,067					—					—					—					—					—					—					156,067				15.66	%
Diversified Investment Vehicles, Banking, Finance, Real Estate				33,954					—					—					—					—					91					—					34,045				3.42	%
Education				36,323					—					—					—					—					—					—					36,323				3.64	%
Energy – Electricity				1,950					—					—					—					91					553					—					2,594				0.26	%
Healthcare & Pharmaceuticals				415,846					—					—					—					860					3,007					371					420,084				42.14	%
High Tech Industries				307,533					—					—					—					—					1,918					—					309,451				31.04	%
Hotel, Gaming, Leisure, Restaurants				29,536					—					—					—					—					—					—					29,536				2.96	%
Insurance				83,629					—					—					—					—					—					—					83,629				8.39	%
Manufacturing, Capital Equipment				31,469					7,625					—					—					10,746					518					—					50,358				5.05	%
Media – Diversified & Production				334					—					—					—					—					—					—					334				0.03	%
Retail				32,624					—					—					—					—					—					—					32,624				3.27	%
Telecommunications				—					6,094					—					—					—					—					—					6,094				0.61	%
Transportation – Cargo, Distribution				67,867					—					—					—					—					—					—					67,867				6.81	%
Utilities – Electric				14,516					—					—					—					—					—					—					14,516				1.46	%
Wholesale				45,647					—					—					—					—					734					—					46,381				4.65	%
Total Non-Controlled / Non-Affiliated Investments		$		1,872,412			$		66,558			$		—			$		—			$		12,052			$		15,810			$		371			$		1,967,203				197.34	%
% of Net Assets				187.83	%				6.68	%				0.00	%				0.00	%				1.21	%				1.59	%				0.04	%				197.34	%

 

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

 

Industry		First Lien - Secured Debt					Second Lien - Secured Debt					Unsecured Debt					Structured Products and Other					Preferred Equity					Common Equity/Interests					Warrants					Total					% of Net Assets
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber		$		12,500			$		—			$		—			$		—			$		—			$		18,705			$		—			$		31,205				3.13	%
Consumer Goods – Durable				4,017					—					—					—					—					833					—					4,850				0.49	%
Consumer Services				—					—					—					28,791					—					—					—					28,791				2.89	%
Diversified Investment Vehicles, Banking, Finance, Real Estate				—					—					—					11,970					—					—					—					11,970				1.20	%
Energy – Electricity				—					—					—					—					—					—					—					—				0.00	%
Energy – Oil & Gas				—					—					—					—					—					144					—					144				0.01	%
Total Non-Controlled / Affiliated Investments		$		16,517			$		—			$		—			$		40,761			$		—			$		19,682			$		—			$		76,960				7.72	%
% of Net Assets				1.66	%				0.00	%				0.00	%				4.09	%				0.00	%				1.97	%				0.00	%				7.72	%
Controlled Investments
Aviation and Consumer Transport		$		81,075			$		—			$		—			$		—			$		—			$		114,323			$		—			$		195,398				19.60	%
Energy – Oil & Gas				—					—					—					—					—					300					—					300				0.03	%
High Tech Industries				106,906					—					—					—					22,291					—					—					129,197				12.96	%
Transportation – Cargo, Distribution				—					—					—					—					—					50					—					50				0.01	%
Total Controlled Investments		$		187,981			$		—			$		—			$		—			$		22,291			$		114,673			$		—			$		324,945				32.60	%
% of Net Assets				18.86	%				0.00	%				0.00	%				0.00	%				2.24	%				11.50	%				0.00	%				32.60	%
Total		$		2,076,910			$		66,558			$		—			$		40,761			$		34,343			$		150,165			$		371			$		2,369,108				237.66	%
% of Net Assets				208.35	%				6.68	%				0.00	%				4.09	%				3.45	%				15.06	%				0.04	%				237.66	%

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2023

(In thousands, except share data)

 

 

 

Industry Classification		Percentage of Total Investments (at Fair Value) as of September 30, 2023
High Tech Industries		18.5%
Healthcare & Pharmaceuticals		17.7%
Business Services		12.3%
Aviation and Consumer Transport		8.5%
Consumer Services		7.8%
Beverage, Food & Tobacco		4.2%
Consumer Goods – Non-durable		3.6%
Insurance		3.5%
Transportation – Cargo, Distribution		2.9%
Automotive		2.6%
Chemicals, Plastics & Rubber		2.3%
Manufacturing, Capital Equipment		2.1%
Construction & Building		2.1%
Wholesale		2.0%
Advertising, Printing & Publishing		1.9%
Diversified Investment Vehicles, Banking, Finance, Real Estate		1.9%
Education		1.5%
Retail		1.4%
Hotel, Gaming, Leisure, Restaurants		1.2%
Consumer Goods – Durable		1.0%
Utilities – Electric		0.6%
Telecommunications		0.3%
Energy – Electricity		0.1%
Energy – Oil & Gas		0.0%
Media – Diversified & Production		0.0%
Total Investments		100.0%

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Advertising, Printing & Publishing
FingerPaint Marketing
KL Charlie Acquisition Company		First Lien Secured Debt				L+625, 1.00% Floor		12/30/26		$		23,520			$		23,188			$		23,166			(9)(28)
		First Lien Secured Debt - Revolver				P+525		12/30/26				1,962					407					402			(9)(21)(23)(25)
KL Charlie Co-Invest, L.P.		Common Equity - Common Stock				N/A		N/A			218,978 Shares						219					346			(9)(13)
																	23,814					23,914
Hero Digital
HRO (Hero Digital) Holdings, LLC		First Lien Secured Debt				L+600, 1.00% Floor		11/18/28				27,038					18,990					18,330			(9)(21)(23)(28)
		First Lien Secured Debt - Revolver				L+600, 1.00% Floor		11/18/26				2,553					904					843			(9)(20)(21)(23) (28)
HRO Holdings I LP		Common Equity - Common Stock				N/A		N/A			213 Shares						213					126			(9)(13)
																	20,107					19,299
						Total Advertising, Printing & Publishing									$		43,921			$		43,213
Aerospace & Defense
Erickson Inc
Erickson Inc		First Lien Secured Debt - Revolver				SOFR+800, 1.00% Floor		05/20/24		$		25,500			$		13,659			$		13,427			(9)(20)(21)(23) (31)
						Total Aerospace & Defense									$		13,659			$		13,427
Automotive
Club Car Wash
Club Car Wash Operating, LLC		First Lien Secured Debt				SOFR+650, 1.00% Floor		06/16/27		$		29,738			$		27,432			$		27,271			(9)(21)(23)(32)
		First Lien Secured Debt - Revolver				SOFR+650, 1.00% Floor		06/16/27				2,438					(32	)				(47	)		(8)(9)(21)(23)
																	27,400					27,224
Crowne Automotive
Vari-Form Group, LLC		First Lien Secured Debt				11.00% (7.00% Cash plus 4.00% PIK)		02/02/23				5,860					893					264			(9)(14)(28)
Vari-Form Inc.		First Lien Secured Debt				11.00% (7.00% Cash plus 4.00% PIK)		02/02/23				2,110					391					95			(9)(14)(28)
																	1,284					359
K&N Parent, Inc.
K&N Parent, Inc.		Second Lien Secured Debt				8.75%		10/21/24				23,765					23,621					1,402			(14)(28)
Truck-Lite Co., LLC
TL Lighting Holdings, LLC		Common Equity - Equity				N/A		N/A			350 Shares						350					410			(9)(13)
Truck-Lite Co., LLC		First Lien Secured Debt				SOFR+625, 1.00% Floor		12/14/26				31,735					31,280					31,077			(9)(33)
		First Lien Secured Debt - Revolver				SOFR+625, 1.00% Floor		12/13/24				3,052					—					(33	)		(8)(9)(20)(21) (23)
																	31,630					31,454
						Total Automotive									$		83,935			$		60,439
Aviation and Consumer Transport
Merx Aviation Finance, LLC
Merx Aviation Finance, LLC (5)		First Lien Secured Debt - Revolver				10.00%		10/31/23		$		204,677			$		150,000			$		150,000			(20)(23)
		Common Equity - Membership Interests				N/A		N/A									146,500					111,446			(24)
																	296,500					261,446
PrimeFlight
PrimeFlight Aviation Services, Inc.		First Lien Secured Debt				SOFR+625, 1.00% Floor		05/09/24				17,259					17,129					17,172			(9)(32)
						Total Aviation and Consumer Transport									$		313,629			$		278,618

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Beverage, Food & Tobacco
Berner Foods
Berner Food & Beverage, LLC		First Lien Secured Debt				L+550, 1.00% Floor		07/30/27		$		30,730			$		30,175			$		30,576			(9)(28)
		First Lien Secured Debt - Revolver				P+450		07/30/26				259					255					258			(9)(21)(23)(25)
		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		07/30/26				2,622					533					563			(9)(21)(23)(28)
																	30,963					31,397
Bolthouse Farms
Wm. Bolthouse Farms, Inc.		Common Equity - Equity Interests				N/A		N/A			1,086,122 Shares						1,147					1,162			(13)(24)
Hive
FCP-Hive Holdings, LLC		Preferred Equity - Preferred Equity				N/A		N/A			589 Shares						448					234			(9)(13)
		Common Equity - Common Stock				N/A		N/A			589 Shares						3					—			(9)(13)
Hive Intermediate, LLC		First Lien Secured Debt				SOFR+400 Cash plus 2.00% PIK, 1.00% Floor		09/22/27				17,063					16,794					16,381			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+400 Cash plus 2.00% PIK, 1.00% Floor		09/22/27				2,326					275					217			(9)(21)(23)(31)
																	17,520					16,832
Orgain, Inc.
Butterfly Fighter Co-Invest, L.P.		Common Equity - Membership Interests				N/A		N/A			490,000 Shares						90					898
Rise Baking
Ultimate Baked Goods Midco LLC		First Lien Secured Debt				L+650, 1.00% Floor		08/13/27				26,489					25,959					25,591			(9)(28)
		First Lien Secured Debt - Revolver				L+650, 1.00% Floor		08/13/27				3,243					787					741			(9)(20)(21)(23) (28)
																	26,746					26,332
Turkey Hill
IC Holdings LLC		Common Equity - Series A Units				N/A		N/A			169 Shares						169					141			(9)(13)
THLP CO. LLC		First Lien Secured Debt				L+600 Cash plus 2.00% PIK, 1.00% Floor		05/31/25				25,457					25,233					25,075			(9)(29)
		First Lien Secured Debt - Revolver				L+600 Cash plus 2.00% PIK, 1.00% Floor		05/31/24				4,494					1,918					1,874			(9)(20)(21)(23) (28)(29)
																	27,320					27,090
						Total Beverage, Food & Tobacco									$		103,786			$		103,711
Business Services
Access Information
Access CIG, LLC		Second Lien Secured Debt				L+775, 0.00% Floor		02/27/26		$		15,900			$		15,836			$		15,503			(26)
AlpineX
Alpinex Opco, LLC		First Lien Secured Debt				SOFR+626, 1.00% Floor		12/27/27				21,489					21,070					20,915			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+626, 1.00% Floor		12/27/27				1,489					565					566			(9)(21)(23)(32)
																	21,635					21,481
Ambrosia Buyer Corp.
Ambrosia Buyer Corp.		Second Lien Secured Debt				8.00%		08/28/25				21,429					17,307					6,429			(14)(28)
AML Rightsource
Gabriel Partners, LLC		First Lien Secured Debt				L+600, 1.00% Floor		09/21/26				31,213					30,739					30,583			(9)(26)
		First Lien Secured Debt - Revolver				P+500		09/21/26				665					122					116			(9)(21)(23)(25)
																	30,861					30,699

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Continuum
Continuum Global Solutions, LLC		Preferred Equity - Preferred Equity				N/A		N/A			775 Shares						78					78			(9)(13)
Electro Rent Corporation
Electro Rent Corporation		Second Lien Secured Debt				L+900, 1.00% Floor		01/31/25				34,235					33,906					34,064			(9)(28)
Elo Touch
TGG TS Acquisition Company		First Lien Secured Debt - Revolver				L+650, 0.00% Floor		12/14/23				1,750					—					(26	)		(8)(21)(23)
Ensemble Health
EHL Merger Sub, LLC		First Lien Secured Debt - Revolver				L+325, 0.00% Floor		08/01/24				4,155					(122	)				(166	)		(8)(21)(23)
IRP
Precision Refrigeration & Air Conditioning LLC		First Lien Secured Debt				SOFR+650, 1.00% Floor		03/08/28				10,143					9,951					9,940			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+600, 1.00% Floor		03/08/27				1,705					(29	)				(34	)		(8)(9)(21)(23)
SMC IR Holdings, LLC		Common Equity - Common Stock				N/A		N/A			134 Shares						145					189			(9)(24)
																	10,067					10,095
Jacent
Jacent Strategic Merchandising		First Lien Secured Debt				L+725, 1.00% Floor		04/23/24				22,159					22,062					21,140			(9)(26)
		First Lien Secured Debt - Revolver				L+725, 1.00% Floor		04/23/24				3,500					3,443					3,341			(9)(21)(23)(26)
		Common Equity - Common Stock				N/A		N/A			5,000 Shares						500					—			(9)(13)
JSM Equity Investors, L.P.		Preferred Equity - Class P Partnership Units				N/A		N/A			114 Shares						11					11			(9)(13)
																	26,016					24,492
Jones & Frank
JF Acquisition, LLC		First Lien Secured Debt				L+550, 1.00% Floor		07/31/26				13,100					12,978					12,780			(9)(26)
		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		07/31/26				1,569					1,366					1,342			(9)(21)(23)(26)
																	14,344					14,122
Naviga
Naviga Inc. (fka Newscycle Solutions, Inc.)		First Lien Secured Debt				SOFR+700, 1.00% Floor		12/29/23				13,295					13,227					13,295			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+700, 1.00% Floor		12/29/23				500					442					444			(9)(21)(23)(32)
																	13,669					13,739
PSE
Graffiti Buyer, Inc.		First Lien Secured Debt				L+550, 1.00% Floor		08/10/27				8,375					6,159					6,147			(9)(21)(23)(28)
		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		08/10/27				1,307					506					507			(9)(21)(23)(28)
Graffiti Parent, LP		Common Equity - Common Stock				N/A		N/A			2,439 Shares						244					290			(9)(13)
																	6,909					6,944
PSI Services, LLC
Lifelong Learner Holdings, LLC		First Lien Secured Debt				L+575, 1.00% Floor		10/19/26				33,714					33,332					32,062			(9)(28)
		First Lien Secured Debt - Revolver				L+575, 1.00% Floor		10/20/25				2,985					2,954					2,864			(9)(21)(23)(28)
																	36,286					34,926
Soliant
Soliant Health, Inc.		Common Equity - Membership Interests				N/A		N/A			300 Shares						300					1,381			(9)

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Trench Plate
Trench Plate Rental Co.		First Lien Secured Debt				SOFR+550, 1.00% Floor		12/03/26				18,091					17,846					17,820			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+550, 1.00% Floor		12/03/26				1,818					458					455			(9)(20)(21)(23) (32)
Trench Safety Solutions Holdings, LLC		Common Equity - Common Stock				N/A		N/A			331 Shares						50					51			(9)(13)(24)
																	18,354					18,326
US Legal Support
US Legal Support Investment Holdings, LLC		Common Equity - Series A-1 Units				N/A		N/A			631,972 Shares						632					619			(9)(13)
USLS Acquisition, Inc.		First Lien Secured Debt				SOFR+575, 1.00% Floor		12/02/24				19,295					19,150					18,952			(9)(32)
		First Lien Secured Debt				SOFR+590, 1.00% Floor		12/02/24				4,521					4,484					4,441			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+575, 1.00% Floor		12/02/24				1,608					861					856			(9)(20)(21)(23) (32)
																	25,127					24,868
Wilson Language Training
Owl Acquisition, LLC		First Lien Secured Debt				SOFR+525, 1.00% Floor		02/04/28				9,851					9,675					9,752			(9)(33)
Owl Parent Holdings, LLC		Common Equity - Common Stock				N/A		N/A			100 Shares						100					191			(9)(13)(24)
																	9,775					9,943
						Total Business Services									$		280,348			$		266,898
Chemicals, Plastics & Rubber
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon
Carbonfree Chemicals Holdings LLC (4)		Common Equity - Common Equity / Interest				N/A		N/A			1,246 Shares				$		56,505			$		20,202			(13)(16)(24)
FC2 LLC (4)		Common Equity - Common Stock				N/A		N/A			5 Shares						—					—			(24)
		Secured Debt - Promissory Note				6.50%		10/14/27				12,500					12,500					12,500
																	69,005					32,702
Westfall Technik, Inc.
Westfall Technik, Inc.		First Lien Secured Debt				SOFR+625, 1.00% Floor		09/13/24				21,303					21,160					20,717			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+625, 1.00% Floor		09/13/24				2,039					2,028					1,983			(9)(23)(32)
																	23,188					22,700
						Total Chemicals, Plastics & Rubber									$		92,193			$		55,402
Construction & Building
Englert
Gutter Buyer, Inc.		First Lien Secured Debt				L+625, 1.00% Floor		03/06/25		$		28,969			$		28,722			$		28,096			(9)(26)
		First Lien Secured Debt - Revolver				P+525		03/06/24				2,727					2,565					2,525			(9)(20)(21)(23) (25)
Gutter Holdings, LP		Common Equity - Common Stock				N/A		N/A			500 Shares						500					248			(9)
																	31,787					30,869
						Total Construction & Building									$		31,787			$		30,869
Consumer Goods - Durable
A&V
A&V Holdings Midco, LLC		First Lien Secured Debt - Revolver				L+450, 1.00% Floor		03/10/25		$		1,505			$		391			$		409			(21)(23)(26)
KDC
KDC US Holdings		First Lien Secured Debt - Revolver				L+325, 0.00% Floor		12/21/23				6,020					665					601			(20)(21)(23) (26)

 

See notes to financial statements.

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
KLO Holdings, LLC
1244311 B.C. Ltd. (4)		First Lien Secured Debt				L+500, 1.00% Floor		09/30/25				2,978					2,978					2,781			(17)(28)
		First Lien Secured Debt				L+500 Cash plus 6.00% PIK, 1.00% Floor		09/30/25				1,133					1,133					1,049			(17)(28)
		Common Equity - Common Stock				N/A		N/A			1,000,032 Shares						1,000					339			(13)(17)(19)(24)
GSC Technologies Inc. (4)		First Lien Secured Debt				L+500 Cash plus 5.00% PIK, 1.00% Floor		09/30/25				191					191					177			(17)(28)
																	5,302					4,346
Liqui-Box
Liqui-Box Holdings, Inc.		First Lien Secured Debt - Revolver				L+450, 1.00% Floor		02/26/25				2,649					1,830					1,842			(20)(21)(23)(26)(28)
		First Lien Secured Debt - Revolver				P+350		02/26/25				911					907					911			(21)(23)(25)
																	2,737					2,753
NSi Industries
Wildcat BuyerCo, Inc.		First Lien Secured Debt				SOFR+590, 1.00% Floor		02/27/26				17,031					16,605					16,773			(32)
		First Lien Secured Debt - Revolver				SOFR+575, 1.00% Floor		02/27/26				725					136					134			(20)(21)(23) (32)
Wildcat Parent LP		Common Equity - Common Stock				N/A		N/A			1,070 Shares						107					218			(13)
																	16,848					17,125
Sorenson Holdings, LLC
Sorenson Holdings, LLC		Common Equity - Membership Interests				N/A		N/A			587 Shares						—					323			(10)(13)
						Total Consumer Goods – Durable									$		25,943			$		25,557
Consumer Goods - Non-durable
3D Protein
Protein For Pets Opco, LLC		First Lien Secured Debt - Revolver				L+450, 1.00% Floor		05/31/24		$		2,219			$		(16	)		$		—			(9)(21)(23)
Dan Dee
Project Comfort Buyer, Inc.		First Lien Secured Debt				L+700, 1.00% Floor		02/01/25				22,251					22,008					21,588			(9)(26)
		First Lien Secured Debt - Revolver				L+700, 1.00% Floor		02/01/25				3,462					(32	)				(105	)		(8)(9)(21)(23)
		Preferred Equity - Preferred Equity				N/A		N/A			491,405 Shares						492					45			(9)(13)(24)
																	22,468					21,528
LashCo
Lash OpCo, LLC		First Lien Secured Debt				L+700, 1.00% Floor		03/18/26				43,139					42,426					42,600			(9)(29)
		First Lien Secured Debt - Revolver				L+700, 1.00% Floor		09/18/25				1,612					743					762			(9)(21)(23)(26) (29)
																	43,169					43,362
Paladone
Paladone Group Bidco Limited		First Lien Secured Debt				L+550, 1.00% Floor		11/12/27				7,942					5,944					5,924			(9)(17)(21)(23) (28)
		First Lien Secured Debt - Revolver				SON+575, 1.00% Floor		11/12/27		£		353					(8	)				(7	)		(8)(9)(17)(21) (23)
		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		11/12/27				1,412					(23	)				(24	)		(8)(9)(17)(21) (23)
Paladone Group Holdings Limited		Common Equity - Common Stock				N/A		N/A			94,151 Shares						94					76			(9)(13)(17)
																	6,007					5,969

 

See notes to financial statements.

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Sequential Brands Group, Inc.
Gainline Galaxy Holdings LLC		Common Equity - Common Stock				N/A		N/A			10,854 Shares						2,041					1,100			(13)(16)(17)
Sequential Avia Holdings LLC		First Lien Secured Debt				L+500, 1.00% Floor		11/12/26				1,437					1,436					1,436			(17)(28)
Sequential Brands Group, Inc.		Second Lien Secured Debt				8.75%		02/07/24				1,293					—					239			(14)(17)
Swisstech IP CO, LLC		First Lien Secured Debt				6% PIK		11/29/24				277					17					273			(17)
																	3,494					3,048
						Total Consumer Goods – Non-durable									$		75,122			$		73,907
Consumer Services
Activ
Activ Software Holdings, LLC		First Lien Secured Debt				L+625, 1.00% Floor		05/04/27		$		29,641			$		29,204			$		28,900			(9)(30)
		First Lien Secured Debt - Revolver				L+625, 1.00% Floor		05/04/27				2,407					(35	)				(96	)		(8)(9)(21)(23)
																	29,169					28,804
Bird
Bird US Opco, LLC		First Lien Secured Debt				SOFR+750, 1.00% Floor		01/13/25				14,702					14,467					14,637			(9)(31)
Clarus Commerce
Marlin DTC-LS Midco 2, LLC		First Lien Secured Debt				L+650, 1.00% Floor		07/01/25				12,788					12,612					12,642			(28)
		First Lien Secured Debt				L+600, 1.00% Floor		07/01/25				8,844					8,776					8,744
		First Lien Secured Debt - Revolver				L+600, 1.00% Floor		07/01/25				685					—					(8	)		(8)(21)(23)
																	21,388					21,378
Go Car Wash
Go Car Wash Management Corp.		First Lien Secured Debt				SOFR+625, 1.00% Floor		12/31/26				26,364					10,871					10,616			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+575, 1.00% Floor		12/31/26				417					(2	)				(8	)		(8)(9)(21)(23)
																	10,869					10,608
Lending Point
LendingPoint LLC		First Lien Secured Debt				SOFR+1050, 1.00% Floor		12/30/25				32,500					32,153					32,240			(9)(32)
		First Lien Secured Debt				SOFR+575, 1.00% Floor		12/30/25				4,167					4,136					4,135			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+575, 1.00% Floor		12/30/25				8,333					8,274					8,271			(9)(23)(32)
																	44,563					44,646
Renovo
HomeRenew Buyer, Inc.		First Lien Secured Debt				SOFR+650, 1.00% Floor		11/23/27				17,968					15,057					14,991			(9)(21)(23)(32) (33)
		First Lien Secured Debt - Revolver				SOFR+660, 1.00% Floor		11/23/27				1,958					357					352			(9)(21)(23)(31) (32)
																	15,414					15,343
The Club Company
Eldrickco Limited		First Lien Secured Debt				SON+625, 0.50% Floor		11/26/25		£		14,970					13,934					12,993			(9)(17)(21)(23) (27)
		First Lien Secured Debt - Revolver				SON+625, 0.50% Floor		11/26/25		£		356					412					422			(9)(17)(23)(27)
		First Lien Secured Debt - Revolver				SON+575, 0.50% Floor		05/26/25		£		345					—					(8	)		(8)(9)(17)(21) (23)
																	14,346					13,407

 

 

See notes to financial statements.

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
US Auto
U.S. Auto Finance, Inc.		First Lien Secured Debt				SOFR+525, 1.00% Floor		04/17/24				20,000					5,023					4,258			(9)(21)(23)(31)
		First Lien Secured Debt				SOFR+900, 1.00% Floor		04/17/25				3,700					3,653					3,665			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+600, 1.00% Floor		04/17/24				13,333					7,374					7,074			(9)(21)(23)(31)
																	16,050					14,997
						Total Consumer Services									$		166,266			$		163,820
Diversified Investment Vehicles, Banking, Finance, Real Estate
Celink
Compu-Link Corporation		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		06/11/24		$		2,273			$		(15	)		$		(23	)		(8)(9)(21)(23)
Peer Advisors, LLC		First Lien Secured Debt				L+550, 1.00% Floor		06/11/24				16,477					16,361					16,309			(9)(26)
																	16,346					16,286
Golden Bear
Golden Bear 2016-R, LLC (4)		Structured Products and Other - Membership Interests				N/A		09/20/42			N/A						16,998					9,413			(3)(17)
Purchasing Power, LLC
Purchasing Power Funding I, LLC		First Lien Secured Debt - Revolver				L+650, 0.00% Floor		02/24/25				9,113					4,556					4,556			(9)(21)(23)(26)
Spectrum Automotive
Shelby 2021 Holdings Corp.		First Lien Secured Debt				L+575, 0.75% Floor		06/29/28				14,392					13,310					13,264			(9)(21)(23)(28)
		First Lien Secured Debt - Revolver				L+575, 0.75% Floor		06/29/27				420					(5	)				(6	)		(8)(9)(21)(23)
																	13,305					13,258
		Total Diversified Investment Vehicles, Banking, Finance, Real Estate													$		51,205			$		43,513
Education
NFA Group
SSCP Spring Bidco Limited		First Lien Secured Debt				SON+600, 0.50% Floor		07/30/25		£		30,000			$		36,394			$		35,890			(9)(17)(27)
						Total Education									$		36,394			$		35,890
Energy - Electricity
Renew Financial LLC (f/k/a Renewable Funding, LLC)
AIC SPV Holdings II, LLC (4)		Preferred Equity - Preferred Stock				N/A		N/A			142 Shares				$		534			$		74			(15)(17)(24)
Renew Financial LLC (f/k/a Renewable Funding, LLC) (4)		Preferred Equity - Preferred Equity				N/A		N/A			1,000,000 Shares						1,000					1,961			(13)(17)(24)
		Preferred Equity - Series B Preferred Stock				N/A		N/A			1,505,868 Shares						8,343					—			(13)(17)(24)
		Preferred Equity - Series D Preferred Stock				N/A		N/A			436,689 Shares						5,568					—			(13)(17)(24)
		Common Equity - Common Stock				N/A		N/A			441,576 Shares						1,902					—			(13)(17)(24)
Renew JV LLC (4)		Common Equity - Membership Interests				N/A		N/A			383,381 Shares						383					449			(13)(17)(24)
																	17,730					2,484
Solarplicity Group Limited (f/k/a AMP Solar UK)
Solarplicity UK Holdings Limited		First Lien Secured Debt				4.00%		03/08/23		£		5,562					7,231					2,009			(14)(17)
		Preferred Equity - Preferred Stock				N/A		N/A			4,286 Shares						5,623					—			(2)(13)(17)
		Common Equity - Ordinary Shares				N/A		N/A			2,825 Shares						4					—			(2)(13)(17)
																	12,858					2,009
						Total Energy – Electricity									$		30,588			$		4,493

 

See notes to financial statements.

39

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Energy - Oil & Gas
Pelican
Pelican Energy, LLC (4)		Common Equity - Membership Interests				N/A		N/A			1,444 Shares				$		12,271			$		195			(13)(16)(17)(24)
Spotted Hawk
SHD Oil & Gas, LLC (5)		Common Equity - Series C Units				N/A		N/A			50,952,525 Shares						43,454					580			(13)(16)(24)
		Common Equity - Series A Units				N/A		N/A			7,600,000 Shares						1,411					—			(13)(16)(24)
																	44,865					580
						Total Energy – Oil & Gas									$		57,136			$		775
Healthcare & Pharmaceuticals
83bar
83Bar, Inc.		First Lien Secured Debt				SOFR+575, 1.50% Floor		07/02/26		$		3,646			$		3,631			$		3,582			(9)(31)
Akoya
Akoya Biosciences, Inc.		First Lien Secured Debt				SOFR+680, 2.50% Floor		11/01/27				22,500					19,105					19,012			(9)(23)(31)
Alcami
Alcami Corporation		First Lien Secured Debt				SOFR+700, 1.00% Floor		12/21/28				8,904					7,908					7,908			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+700, 1.00% Floor		12/21/28				1,096					(38	)				(38	)		(8)(9)(21)(23)
																	7,870					7,870
Analogic
Analogic Corporation		First Lien Secured Debt				L+525, 1.00% Floor		06/22/24				17,713					17,594					17,447			(9)(28)
		First Lien Secured Debt - Revolver				L+525, 1.00% Floor		06/22/23				1,826					1,613					1,599			(9)(21)(23)(28)
																	19,207					19,046
Carbon6
Carbon6 Technologies, Inc.		First Lien Secured Debt				SOFR+675, 1.00% Floor		08/01/27				12,500					2,488					2,413			(9)(23)(31)
		Preferred Equity - Preferred Equity				N/A		N/A			280,899 Shares						250					250			(9)(13)(24)
																	2,738					2,663
Cato Research
LS Clinical Services Holdings, Inc.		First Lien Secured Debt				L+675, 1.00% Floor		12/16/27				12,994					12,721					12,623			(9)(28)
		First Lien Secured Debt - Revolver				L+675, 1.00% Floor		12/16/26				1,875					1,837					1,825			(9)(23)(28)
																	14,558					14,448
Celerion
Celerion Buyer, Inc.		First Lien Secured Debt				SOFR+650, 0.75% Floor		11/05/29				8,082					7,842					7,839			(9)(32)
		First Lien Secured Debt				SOFR+650, 0.75% Floor		11/03/29				1,279					(38	)				(38	)		(8)(9)(21)(23)
		First Lien Secured Debt - Revolver				SOFR+650, 0.75% Floor		11/03/28				639					(19	)				(19	)		(8)(9)(21)(23)
																	7,785					7,782
Cerus
Cerus Corporation		First Lien Secured Debt				SOFR+545, 1.80% Floor		03/01/24				16,500					16,475					16,418			(9)(17)(31)
		First Lien Secured Debt - Revolver				SOFR+375, 1.80% Floor		03/01/24				1,500					308					301			(9)(17)(21)(23) (31)
																	16,783					16,719
CNSI
CNSI Holdings, LLC		First Lien Secured Debt				SOFR+650, 0.50% Floor		12/17/28				18,000					17,380					17,370			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+650, 0.50% Floor		12/17/27				2,000					(69	)				(70	)		(8)(9)(21)(23)
																	17,311					17,300

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Compass Health
Roscoe Medical, Inc		First Lien Secured Debt				SOFR+625, 1.00% Floor		09/30/24				7,544					7,273					7,205			(9)(31)
		First Lien Secured Debt - Revolver				SOFR+625, 1.00% Floor		09/30/24				1,393					1,341					1,330			(9)(23)(31)
																	8,614					8,535
EmpiRx
EmpiRx Health LLC		First Lien Secured Debt				L+500, 1.00% Floor		08/05/27				9,000					8,855					8,932			(9)(29)
		First Lien Secured Debt - Revolver				L+500, 1.00% Floor		08/05/27				909					(14	)				(7	)		(8)(9)(20)(21) (23)
																	8,841					8,925
Forge Biologics
Forge Biologics, Inc.		First Lien Secured Debt				SOFR+675, 0.50% Floor		12/03/26				26,667					13,226					13,333			(9)(23)(31)
Gateway Services
Gateway US Holdings, Inc.		First Lien Secured Debt				SOFR+650, 0.75% Floor		09/22/26				9,657					9,515					9,448			(9)(21)(23)(32)
		First Lien Secured Debt - Revolver				SOFR+650, 0.75% Floor		09/22/26				304					165					162			(9)(21)(23)(32)
																	9,680					9,610
Gossamer
GB001, Inc.		First Lien Secured Debt				L+700, 2.00% Floor		01/01/25				28,839					4,757					4,845			(9)(17)(23)(26)
Health & Safety Institute
HSI HALO Acquisition, Inc.		First Lien Secured Debt				SOFR+575, 1.00% Floor		08/31/26				16,267					16,074					15,716			(9)(33)
		First Lien Secured Debt				SOFR+625, 1.00% Floor		08/31/26				2,466					2,413					2,414			(9)(33)
		First Lien Secured Debt - Revolver				SOFR+575, 1.00% Floor		09/02/25				813					674					661			(9)(21)(23)(32) (33)
		Common Equity - Common Stock				N/A		N/A			500 Shares						500					1,472			(9)(13)
HSI Halo Holdings, LLC		Common Equity - Common Stock				N/A		N/A			104 Shares						16					16			(9)(24)
		Unsecured Debt - Convertible Bond				10.00%		09/28/27				50					50					50			(9)
																	19,727					20,329
IMA Group
IMA Group Management Company, LLC		First Lien Secured Debt				L+500, 1.00% Floor		05/30/24				12,606					10,010					10,001			(21)(23)(28)
		First Lien Secured Debt - Revolver				L+500, 1.00% Floor		05/30/24				289					173					171			(21)(23)(28)
																	10,183					10,172
KureSmart
Clearway Corporation (f/k/a NP/Clearway Holdings, Inc.)		Common Equity - Common Stock				N/A		N/A			133 Shares						133					208			(9)(13)
Kure Pain Holdings, Inc.		First Lien Secured Debt				L+500, 1.00% Floor		08/27/24				21,491					21,367					21,296			(9)(26)
		First Lien Secured Debt - Revolver				L+500, 1.00% Floor		08/27/24				2,654					(18	)				(24	)		(8)(9)(21)(23)
																	21,482					21,480

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
LucidHealth
Premier Imaging, LLC		First Lien Secured Debt				L+575, 1.00% Floor		01/02/25				12,419					7,984					8,114			(9)(21)(23)(26)
Mannkind Corporation
Mannkind Corporation		First Lien Secured Debt				SOFR+625, 1.00% Floor		08/01/25				13,867					13,805					13,710			(9)(31)
		Common Equity - Common Stock				N/A		N/A			334,226 Shares						76					1,761			(9)(10)(13)(17)
																	13,881					15,471
Maxor National Pharmacy Services, LLC
Maxor National Pharmacy Services, LLC		First Lien Secured Debt				L+525, 1.00% Floor		12/06/27				23,172					22,973					23,172			(9)(28)
		First Lien Secured Debt - Revolver				L+525, 1.00% Floor		12/06/26				1,558					(36	)				—			(9)(21)(23)
																	22,937					23,172
Medical Guardian
Medical Guardian, LLC		First Lien Secured Debt				L+650, 1.00% Floor		10/26/26				35,876					30,713					30,655			(9)(21)(23)(26)
		First Lien Secured Debt - Revolver				L+650, 1.00% Floor		10/26/26				3,810					604					640			(9)(21)(23)(26)
																	31,317					31,295
Midwest Vision
Midwest Vision Partners Management, LLC		First Lien Secured Debt				L+650, 1.00% Floor		01/12/27				24,096					21,315					21,076			(9)(21)(23)(28)
		First Lien Secured Debt - Revolver				L+650, 1.00% Floor		01/12/27				612					603					596			(9)(23)(28)
																	21,918					21,672
Orchard
Orchard Therapeutics PLC		First Lien Secured Debt				L+595, 1.00% Floor		05/28/26				33,071					10,665					10,792			(9)(17)(23)(26)
Ovation Fertility
FPG Services, LLC		First Lien Secured Debt				L+550, 1.00% Floor		06/13/25				18,917					14,759					14,875			(9)(21)(23)(26)
		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		06/13/24				2,105					(12	)				(6	)		(8)(9)(21)(23)
																	14,747					14,869
Paragon 28
Paragon 28, Inc.		First Lien Secured Debt				SOFR+600, 1.00% Floor		05/01/26				10,000					7,476					7,450			(9)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+375, 1.00% Floor		05/01/26				2,000					(10	)				(10	)		(8)(9)(21)(23)
																	7,466					7,440
Partner Therapeutics, Inc
Partner Therapeutics, Inc		Preferred Equity - Preferred Equity				N/A		N/A			55,556 Shares						333					642			(9)(13)
		Warrants - Warrants										73					389					474			(9)(13)
Partner Therapeutics, Inc.		First Lien Secured Debt				SOFR+665, 2.00% Floor		12/30/27				10,000					9,818					9,950			(9)(31)
		First Lien Secured Debt				SOFR+715, 2.00% Floor		12/30/27				5,000					3,248					3,309			(9)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+375, 2.00% Floor		12/30/27				1,000					559					565			(9)(21)(23)(31)
																	14,347					14,940
PHS
PHS Buyer, Inc.		First Lien Secured Debt				L+600, 1.00% Floor		01/31/27				24,925					24,572					24,052			(9)(26)
		First Lien Secured Debt - Revolver				L+600, 1.00% Floor		01/31/27				2,000					1,224					1,197			(9)(21)(23)(26)
																	25,796					25,249

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
RHA Health Services
Pace Health Companies, LLC		First Lien Secured Debt				L+450, 1.00% Floor		08/02/24				3,767					3,740					3,740			(9)(28)
		First Lien Secured Debt - Revolver				L+450, 1.00% Floor		08/02/24				500					—					(4	)		(8)(9)(20)(21) (23)
																	3,740					3,736
Rigel Pharmaceuticals
Rigel Pharmaceuticals, Inc.		First Lien Secured Debt				SOFR+565, 1.50% Floor		09/01/26				12,000					12,010					11,880			(9)(31)
TELA Bio, Inc.
TELA Bio, Inc.		First Lien Secured Debt				SOFR+625, 1.00% Floor		05/01/27				16,667					13,271					13,333			(9)(23)(31)
TissueTech
TissueTech, Inc.		First Lien Secured Debt				SOFR+575, 1.00% Floor		04/01/27				17,500					12,194					12,250			(9)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+400, 1.00% Floor		04/01/27				1,000					(4	)				—			(9)(21)(23)
																	12,190					12,250
Treace
Treace Medical Concepts, Inc.		First Lien Secured Debt				SOFR+600, 1.00% Floor		04/01/27				35,000					14,514					14,060			(9)(17)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+400, 1.00% Floor		04/01/27				3,000					387					355			(9)(17)(21)(23) (31)
																	14,901					14,415
Unchained Labs
Unchained Labs, LLC		First Lien Secured Debt				SOFR+550, 1.00% Floor		08/09/27				6,728					4,082					4,096			(9)(21)(23)(31)
		First Lien Secured Debt - Revolver				SOFR+550, 1.00% Floor		08/09/27				726					(11	)				(7	)		(8)(9)(21)(23)
																	4,071					4,089
ViewRay
ViewRay Inc.		First Lien Secured Debt				P+350		11/01/27				12,500					12,438					12,438			(9)(17)(25)
		First Lien Secured Debt				L+350, 0.00% Floor		11/01/27				4,167					(20	)				(21	)		(8)(9)(17)(23)
		First Lien Secured Debt - Revolver				P+50		11/01/27				750					246					246			(9)(17)(21)(23) (25)
																	12,664					12,663
WellDyneRx, LLC
WelldyneRX, LLC		First Lien Secured Debt				SOFR+675, 0.75% Floor		03/09/27				17,941					17,617					17,493			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+675, 0.75% Floor		03/09/26				1,923					(31	)				(48	)		(8)(9)(21)(23)
																	17,586					17,445
						Total Healthcare & Pharmaceuticals									$		466,989			$		468,476
High Tech Industries
Acronis AG
ACRONIS AG		First Lien Secured Debt				L+585, 1.00% Floor		04/01/27		$		21,000			$		20,936			$		20,895			(9)(17)(26)
American Megatrends
AMI US Holdings Inc.		First Lien Secured Debt				L+525, 1.00% Floor		04/01/25				21,265					21,085					20,946			(9)(26)
		First Lien Secured Debt - Revolver				L+525, 0.00% Floor		04/01/24				2,907					(15	)				(44	)		(8)(9)(21)(23)
																	21,070					20,902
Calero Holdings, Inc.
Telesoft Holdings, LLC		First Lien Secured Debt				L+575, 1.00% Floor		12/16/25				22,102					21,850					21,691			(26)(28)
		First Lien Secured Debt - Revolver				L+575, 1.00% Floor		12/16/25				2,273					164					147			(21)(23)(26)
																	22,014					21,838

 

 

See notes to financial statements.

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Table of Contents

MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
ChyronHego Corporation
ChyronHego Corporation (5)		First Lien Secured Debt				L+350 Cash plus 1.50% PIK, 1.00% Floor		12/31/24				86,254					85,978					86,254			(28)
		First Lien Secured Debt				L+1025 PIK, 1.00% Floor		12/31/24				2,777					2,710					2,777			(28)
		First Lien Secured Debt				L+650 Cash plus 1.50% PIK, 1.00% Floor		12/31/24				2,011					1,899					2,011			(28)
		First Lien Secured Debt - Revolver				L+500, 1.00% Floor		12/31/24				10,000					8,945					8,956			(21)(23)(28)
		Preferred Equity - Preferred Equity				N/A		N/A			7,800 Shares						6,000					22,500			(13)(24)
																	105,532					122,498
Dairy.com
Momentx Corporation		First Lien Secured Debt				SOFR+575, 1.00% Floor		06/24/27				15,200					14,964					14,934			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+575, 1.00% Floor		06/24/27				1,257					651					649			(9)(21)(23)(32)
																	15,615					15,583
Digital.ai
Digital.ai Software Holdings, Inc.		First Lien Secured Debt				L+700, 1.00% Floor		02/10/27				22,185					21,722					21,520			(9)(28)
		First Lien Secured Debt - Revolver				L+650, 1.00% Floor		02/10/27				2,419					514					444			(9)(21)(23)(28)
																	22,236					21,964
GoHealth
Norvax, LLC		First Lien Secured Debt - Revolver				L+650, 1.00% Floor		09/13/24				3,182					(27	)				—			(9)(21)(23)
International Cruise & Excursion Gallery, Inc.
International Cruise & Excursion Gallery, Inc.		First Lien Secured Debt				SOFR+535, 1.00% Floor		06/06/25				14,325					14,220					13,715			(31)
Modern Campus
Destiny Solutions U.S., Inc.		First Lien Secured Debt				L+575, 1.00% Floor		06/08/26				25,573					25,102					25,062			(26)
RMCF IV CIV XXXV, L.P.		Common Equity - Common Stock				N/A		N/A			482 Shares						1,000					1,438			(13)
																	26,102					26,500
MYCOM
Magnate Holding Corp.		First Lien Secured Debt				L+600, 0.50% Floor		12/16/24				19,039					18,964					18,841			(9)(17)(28)
		First Lien Secured Debt - Revolver				L+600, 0.50% Floor		12/14/23				3,150					3,139					3,122			(9)(17)(23)(28)
																	22,103					21,963
New Era Technology, Inc.
New Era Technology, Inc.		First Lien Secured Debt				L+625, 1.00% Floor		10/31/26				32,951					31,744					31,501			(9)(21)(23)(28)
		First Lien Secured Debt - Revolver				L+625, 1.00% Floor		10/30/26				1,732					926					913			(9)(21)(23)(28)
																	32,670					32,414
Pro Vigil
Pro-Vigil Holding Company, LLC		First Lien Secured Debt				SOFR+850, 1.00% Floor		01/11/25				23,138					15,353					15,643			(9)(21)(23)(31) (32)(33)
Schlesinger Group
Schlesinger Global, LLC		First Lien Secured Debt				SOFR+600 Cash plus 0.50% PIK, 1.00% Floor		07/12/25				10,296					10,167					10,143			(9)(31)
		First Lien Secured Debt				SOFR+785, 1.00% Floor		07/12/25				953					943					953			(9)(32)
																	11,110					11,096

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Simeio
Simeio Group Holdings, Inc.		First Lien Secured Debt				L+550, 1.00% Floor		02/02/26				8,178					8,111					7,933			(9)(26)
		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		02/02/26				1,731					1,256					1,217			(9)(21)(23)(28)
																	9,367					9,150
Sirsi Corporation
Sirsi Corporation		First Lien Secured Debt				L+450, 1.00% Floor		03/15/24				5,101					5,080					5,076			(9)(26)
		First Lien Secured Debt - Revolver				L+450, 1.00% Floor		03/15/24				429					(2	)				(2	)		(8)(9)(21)(23)
																	5,078					5,074
Springbrook
Springbrook Holding Company, LLC		First Lien Secured Debt				L+575, 1.00% Floor		12/23/26				14,227					14,059					13,913			(26)
		First Lien Secured Debt				SOFR+650, 1.00% Floor		12/23/26				2,354					2,308					2,307			(32)
		First Lien Secured Debt				L+550, 1.00% Floor		12/23/26				1,582					1,569					1,547			(26)
		First Lien Secured Debt - Revolver				L+575, 1.00% Floor		12/23/26				1,463					(15	)				(32	)		(8)(21)(23)
																	17,921					17,735
Tax Slayer
MEP-TS Midco, LLC		First Lien Secured Debt				L+600, 1.00% Floor		12/31/26				13,277					13,064					12,813			(9)(29)
		First Lien Secured Debt - Revolver				L+600, 1.00% Floor		12/31/26				1,452					—					(51	)		(8)(9)(21)(23)
																	13,064					12,762
UpStack
Upstack Holdco Inc.		First Lien Secured Debt				L+575, 1.00% Floor		08/20/27				31,701					27,456					27,388			(9)(21)(23)(29)
		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		08/20/27				3,000					(64	)				(67	)		(8)(9)(20)(21) (23)
																	27,392					27,321
						Total High Tech Industries									$		401,756			$		417,053
Hotel, Gaming, Leisure, Restaurants
Guernsey
Guernsey Holdings SDI LA LLC		First Lien Secured Debt				6.95%		11/18/26		$		1,979			$		1,963			$		1,840			(9)
		First Lien Secured Debt				L+595, 1.00% Floor		11/18/26				1,167					—					(12	)		(8)(9)(23)
																	1,963					1,828
PARS Group LLC
PARS Group LLC		First Lien Secured Debt				SOFR+675, 1.50% Floor		04/03/28				10,000					8,916					8,912			(9)(23)(31)
Taco Cabana
YTC Enterprises, LLC		First Lien Secured Debt				L+625, 1.00% Floor		08/16/26				9,817					9,720					9,669			(9)(26)
						Total Hotel, Gaming, Leisure, Restaurants									$		20,599			$		20,409
Insurance
High Street Insurance
High Street Buyer, Inc.		First Lien Secured Debt				L+600, 0.75% Floor		04/14/28		$		29,885			$		29,437			$		29,288			(9)(28)
		First Lien Secured Debt - Revolver				L+600, 0.75% Floor		04/16/27				2,203					(32	)				(44	)		(8)(9)(21)(23)
																	29,405					29,244
PGM Holdings Corporation
Turbo Buyer, Inc.		First Lien Secured Debt				L+600, 1.00% Floor		12/02/25				19,083					18,842					18,510			(9)(28)
		First Lien Secured Debt - Revolver				L+575, 1.00% Floor		12/02/25				923					(11	)				(28	)		(8)(9)(21)(23)
																	18,831					18,482
Relation Insurance
AQ Sunshine, Inc.		First Lien Secured Debt				SOFR+625, 1.00% Floor		04/15/25				34,595					34,162					34,442			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+625, 1.00% Floor		04/15/24				1,785					746					752			(9)(20)(21)(23) (31)
																	34,908					35,194
						Total Insurance									$		83,144			$		82,920

 

See notes to financial statements.

45

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

 

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Manufacturing, Capital Equipment
AVAD, LLC
Surf Opco, LLC		First Lien Secured Debt - Revolver				L+400, 1.00% Floor		03/17/26		$		16,667			$		13,061			$		12,891			(9)(16)(20)(21) (23)(26)
		Preferred Equity - Class P-1 Preferred				N/A		N/A			33,333 Shares						3,333					6,667			(9)(13)(16)
		Preferred Equity - Class P-2 Preferred				N/A		N/A			85,164 Shares						8,516					3,097			(9)(13)(16)
		Common Equity - Class A-1 Common				N/A		N/A			3,333 Shares						—					190			(9)(13)(16)
																	24,910					22,845
Kauffman
Kauffman Holdco, LLC		Common Equity - Common Stock				N/A		N/A			250,000 Shares						250					225			(9)(13)
Kauffman Intermediate, LLC		First Lien Secured Debt				L+575, 1.00% Floor		05/08/25				16,150					16,018					15,759			(9)(30)
		First Lien Secured Debt - Revolver				L+575, 1.00% Floor		05/08/25				1,243					(10	)				(30	)		(8)(9)(21)(23)
																	16,258					15,954
MedPlast Holdings Inc.
Viant Medical Holdings, Inc. (fka MedPlast Holdings, Inc.)		Second Lien Secured Debt				L+775, 0.00% Floor		07/02/26				8,000					7,965					7,438			(26)
						Total Manufacturing, Capital Equipment									$		49,133			$		46,237
Media - Diversified & Production
Sonar Entertainment
Sonar Entertainment, Inc.		First Lien Secured Debt				L+760, 1.25% Floor		11/15/21		$		1,564			$		1,562			$		1,243			(9)(11)(26)
		First Lien Secured Debt - Revolver				L+760, 1.25% Floor		11/15/21				1,179					1,137					937			(9)(11)(23)(26)
																	2,699					2,180
						Total Media – Diversified & Production									$		2,699			$		2,180
Retail
IPS
SI Holdings, Inc.		First Lien Secured Debt				L+600, 1.00% Floor		07/25/25		$		30,768			$		30,485			$		30,475			(9)(26)
		First Lien Secured Debt - Revolver				L+600, 1.00% Floor		07/25/24				3,413					747					744			(9)(21)(23)(26)
																	31,232					31,219
						Total Retail									$		31,232			$		31,219
Telecommunications
Securus Technologies Holdings, Inc.
Securus Technologies Holdings, Inc.		Second Lien Secured Debt				L+825, 1.00% Floor		11/01/25		$		7,128			$		7,096			$		5,845			(28)
						Total Telecommunications									$		7,096			$		5,845
Transportation - Cargo, Distribution
Beacon Mobility
Beacon Mobility Corp.		First Lien Secured Debt				SOFR+560, 1.00% Floor		05/22/24		$		28,108			$		27,792			$		27,678			(9)(31)
		First Lien Secured Debt - Revolver				4.00%		02/04/23				50,000					—					—			(9)(20)(22)(23)
		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		05/22/24				4,145					(50	)				(63	)		(8)(9)(20)(21) (23)
																	27,742					27,615

 

 

See notes to financial statements.

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SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry/Company		Investment Type				Interest Rate		Maturity Date		Par/Shares (12)					Cost (34)					Fair Value (1)(35)
Heniff and Superior
Heniff Holdco, LLC		First Lien Secured Debt				SOFR+575, 1.00% Floor		12/03/26				30,104					29,716					29,502			(9)(32)
		First Lien Secured Debt - Revolver				SOFR+575, 1.00% Floor		12/03/24				3,925					(31	)				(59	)		(8)(9)(20)(21) (23)
																	29,685					29,443
MSEA Tankers LLC
MSEA Tankers LLC (5)		Common Equity - Class A Units				N/A		N/A									19,397					4,256			(17)(18)(24)
						Total Transportation – Cargo, Distribution									$		76,824			$		61,314
Utilities - Electric
Congruex
Congruex Group LLC		First Lien Secured Debt				SOFR+575, 0.75% Floor		05/03/29		$		14,925			$		14,580			$		14,589			(9)(32)
						Total Utilities – Electric									$		14,580			$		14,589
Wholesale
Banner Solutions
Banner Buyer, LLC		First Lien Secured Debt				L+575, 1.00% Floor		10/31/25		$		15,181			$		15,047			$		15,044			(9)(26)
		First Lien Secured Debt - Revolver				L+575, 1.00% Floor		10/31/25				1,935					369					370			(9)(21)(23)(26)
Banner Parent Holdings, Inc.		Common Equity - Common Stock				N/A		N/A			6,125 Shares						613					615			(9)(13)
																	16,029					16,029
Thomas Scientific
BSP-TS, LP		Common Equity - Common Stock				N/A		N/A			185 Shares						185					235			(9)(13)
Thomas Scientific, LLC		First Lien Secured Debt				L+550, 1.00% Floor		12/14/27				31,572					31,045					31,124			(9)(28)
		First Lien Secured Debt - Revolver				L+550, 1.00% Floor		12/14/27				2,963					(49	)				(42	)		(8)(9)(21)(23)
																	31,181					31,317
						Total Wholesale									$		47,210			$		47,346
Total Investments															$		2,607,174			$		2,398,120			(6)(7)

 

 

See notes to financial statements.

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SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

 

Name of Issuer		Fair Value at March 31, 2022						Gross Additions ●					Gross Reductions ■					Net Change in Unrealized Gains (Losses)					Fair Value at December 31, 2022					Net Realized Gains (Losses)					Interest/ Dividend/ Other Income
1244311 B.C. Ltd., Common Stock		$		976			$		—			$		—			$		(637	)		$		339			$		—			$		—
1244311 B.C. Ltd., Term Loan				3,800					54					—					(24	)				3,830					—					229
AIC SPV Holdings II, LLC, Preferred Equity				355					—					—					(281	)				74					—					73
Carbonfree Chemicals Holdings LLC, Common Stock				42,117					25,074					(20,000	)				(24,765	)				20,202					(2,224	)				—
Carbonfree Chemicals SA LLC, Class B Units				—					—					(25,074	)				25,074					—					—					—
FC2 LLC, Term Loan				—					12,500					—					—					12,500					—					176
FC2 LLC, Common Stock				—					—					—					—					—					—					—
Golden Bear 2016-R, LLC, Membership Interests				10,038					—					—					(625	)				9,413					—					645
GSC Technologies Inc., Term Loan				192					7					(23	)				—					177					—					16
Pelican Energy, LLC, Common Stock				630					—					(792	)				357					195					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series B Preferred Stock				—					—					—					—					—					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series D Preferred Stock				—					—					—					—					—					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Series E Preferred Stock				4,988					—					(2,050	)				(2,938	)				—					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Preferred Equity				—					1,000					—					961					1,961					—					—
Renew Financial LLC (f/k/a Renewable Funding, LLC), Common Stock				—					2,050					—					(2,050	)				—					—					—
Renew JV LLC, Membership Interests				613					—					(82	)				(81	)				449					—					—
		$		63,709			$		40,685			$		(48,021	)		$		(5,008	)		$		49,141			$		(2,224	)		$		1,139

 

● Gross additions includes increases in the basis of investments resulting from new portfolio investments, payment-in-kind interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

■ Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

 

See notes to financial statements.

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SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

 

Name of Issuer		Fair Value at March 31, 2022						Gross Additions ●					Gross Reductions ■					Net Change in Unrealized Gains (Losses)					Fair Value at December 31, 2022					Net Realized Gains (Losses)					Interest/ Dividend/ Other Income
Majority Owned Company
ChyronHego Corporation, Preferred Equity		$		15,553			$		—			$		—			$		6,947			$		22,500			$		—			$		—
ChyronHego Corporation, Revolver				7,076					1,789					—					91					8,956					—					1,044
ChyronHego Corporation, Term Loan				86,969					3,917					—					156					91,042					—					5,998
Dynamic Product Tankers, LLC, Common Stock				3,110					—					(3,063	)				41,322					—					(41,369	)				—
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Common Stock				—					—					(2,182	)				30,078					—					(27,896	)				—
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.), Term Loan				6,204					208					(7,666	)				1,253					—					—					1,069
Merx Aviation Finance, LLC, Membership Interests				23,509					110,700					—					(22,763	)				111,446					—					—
Merx Aviation Finance, LLC, Revolver				275,000					—					(125,000	)				—					150,000					—					16,596
MSEA Tankers LLC, Class A Units				34,274					—					(30,862	)				844					4,256					—					—
Controlled Company
SHD Oil & Gas, LLC, Series C Units				4,652					—					(612	)				(3,460	)				580					—					—
SHD Oil & Gas, LLC, Series A Units				—					—					—					—					—					—					—
SHD Oil & Gas, LLC, Tranche C Note				25,470					—					(24,728	)				(742	)				—					—					2,747
		$		481,817			$		116,614			$		(194,113	)		$		53,726			$		388,780			$		(69,265	)		$		27,455

 

● Gross additions includes increases in the basis of investments resulting from new portfolio investments, payment-in-kind interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

■ Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

As of December 31, 2022, the Company had a 87%, 100%, 98% and 38% equity ownership interest in ChyronHego Corporation; Merx Aviation Finance, LLC; MSEA Tankers, LLC; and SHD Oil & Gas, LLC (f/k/a Spotted Hawk Development LLC), respectively.

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Name of Issuer		Total Commitment						Drawn Commitment					Letters of Credit **					Undrawn Commitment
A&V Holdings Midco, LLC		$		1,505			$		452			$		—			$		1,053
AMI US Holdings Inc.				2,907					—					—					2,907
AQ Sunshine, Inc.				1,785					757					23					1,005
Activ Software Holdings, LLC				2,407					—					—					2,407
Akoya Biosciences, Inc.				3,375					—					—					3,375
Alcami Corporation				1,781					—					—					1,781
Alpinex Opco, LLC				1,490					596					—					894
Analogic Corporation				1,826					1,617					—					209
Banner Buyer, LLC				1,935					387					—					1,548
Beacon Mobility Corp.				54,145					—					34,978					19,167
Berner Food & Beverage, LLC				2,882					836					—					2,046
CNSI Holdings, LLC				2,000					—					—					2,000
Carbon6 Technologies, Inc.				10,000					—					—					10,000
Celerion Buyer, Inc.				1,918					—					—					1,918
Cerus Corporation				1,500					309					—					1,191
ChyronHego Corporation				10,000					8,956					—					1,044
Club Car Wash Operating, LLC				4,327					—					—					4,327
Compu-Link Corporation				2,273					—					—					2,273
Digital.ai Software Holdings, Inc.				2,419					565					—					1,854
EHL Merger Sub, LLC				4,155					—					—					4,155
Eldrickco Limited*				5,600					430					—					5,170
EmpiRx Health LLC				909					—					227					682
Erickson Inc				25,500					13,682					425					11,393
FPG Services, LLC				6,093					—					—					6,093
Forge Biologics, Inc.				13,333					—					—					13,333
GB001, Inc.				24,000					—					—					24,000
Gabriel Partners, LLC				665					133					—					532
Gateway US Holdings, Inc.				368					167					—					201
Go Car Wash Management Corp.				15,637					—					—					15,637
Graffiti Buyer, Inc.				3,409					526					—					2,883
Guernsey Holdings SDI LA LLC				1,167					—					—					1,167
Gutter Buyer, Inc.				2,727					2,584					143					—
HRO (Hero Digital) Holdings, LLC				10,213					945					31					9,237
HSI HALO Acquisition, Inc.				813					677					—					136
Heniff Holdco, LLC				3,925					—					281					3,644
High Street Buyer, Inc.				2,203					—					—					2,203
Hive Intermediate, LLC				2,326					310					—					2,016
HomeRenew Buyer, Inc.				4,576					392					—					4,184
IMA Group Management Company, LLC				2,799					173					—					2,626
JF Acquisition, LLC				1,569					1,381					—					188
Jacent Strategic Merchandising				3,500					3,457					—					43
KDC US Holdings				6,020					665					33					5,322
KL Charlie Acquisition Company				1,962					432					—					1,530
Kauffman Intermediate, LLC				1,243					—					—					1,243
Kure Pain Holdings, Inc.				2,654					—					—					2,654
LS Clinical Services Holdings, Inc.				1,875					1,875					—					—
Lash OpCo, LLC				1,612					783					—					829
LendingPoint LLC				8,333					8,333					—					—
Lifelong Learner Holdings, LLC				2,985					2,982					—					3
Liqui-Box Holdings, Inc.				3,560					2,753					81					726
MEP-TS Midco, LLC				1,452					—					—					1,452
Magnate Holding Corp.				3,150					3,150					—					—
Marlin DTC-LS Midco 2, LLC				685					—					—					685
Maxor National Pharmacy Services, LLC				1,558					—					—					1,558
Medical Guardian, LLC				8,571					648					—					7,923

See notes to financial statements.

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SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Name of Issuer		Total Commitment						Drawn Commitment					Letters of Credit **					Undrawn Commitment
Merx Aviation Finance, LLC				154,677					150,000					4,677					—
Midwest Vision Partners Management, LLC				3,029					612					—					2,417
Momentx Corporation				1,257					670					—					587
Naviga Inc. (fka Newscycle Solutions, Inc.)				500					444					—					56
New Era Technology, Inc.				2,440					952					—					1,488
Norvax, LLC				3,182					—					—					3,182
Orchard Therapeutics PLC				22,333					—					—					22,333
PARS Group LLC				952					—					—					952
PHS Buyer, Inc.				2,000					1,267					—					733
Pace Health Companies, LLC				500					—					118					382
Paladone Group Bidco Limited				3,295					—					—					3,295
Paladone Group Bidco Limited*				427					—					—					427
Paragon 28, Inc.				4,500					—					—					4,500
Partner Therapeutics, Inc.				2,667					570					—					2,097
Precision Refrigeration & Air Conditioning LLC				1,705					—					—					1,705
Premier Imaging, LLC				4,305					—					—					4,305
Pro-Vigil Holding Company, LLC				7,333					—					—					7,333
Project Comfort Buyer, Inc.				3,462					—					—					3,462
Protein For Pets Opco, LLC				2,219					—					—					2,219
Purchasing Power Funding I, LLC				9,113					4,556					—					4,557
Roscoe Medical, Inc				1,393					1,393					—					—
SI Holdings, Inc.				3,413					768					—					2,645
Shelby 2021 Holdings Corp.				1,332					—					—					1,332
Simeio Group Holdings, Inc.				1,731					1,269					—					462
Sirsi Corporation				429					—					—					429
Sonar Entertainment, Inc.				1,179					1,179					—					—
Springbrook Holding Company, LLC				1,463					—					—					1,463
Surf Opco, LLC				16,667					13,061					1,000					2,606
TELA Bio, Inc.				3,333					—					—					3,333
TGG TS Acquisition Company				1,750					—					—					1,750
THLP CO. LLC				4,495					1,942					79					2,474
Telesoft Holdings, LLC				2,273					189					—					2,084
Thomas Scientific, LLC				2,963					—					—					2,963
TissueTech, Inc.				6,250					—					—					6,250
Treace Medical Concepts, Inc.				23,417					400					—					23,017
Trench Plate Rental Co.				1,818					482					106					1,230
Truck-Lite Co., LLC				3,052					—					95					2,957
Turbo Buyer, Inc.				923					—					—					923
U.S. Auto Finance, Inc.				28,334					7,366					—					20,968
USLS Acquisition, Inc.				1,608					884					71					653
Ultimate Baked Goods Midco LLC				3,243					851					385					2,007
Unchained Labs, LLC				3,290					—					—					3,290
Upstack Holdco Inc.				6,600					—					110					6,490
ViewRay Inc.				4,917					250					—					4,667
WelldyneRX, LLC				1,923					—					—					1,923
Westfall Technik, Inc.				2,039					2,039					—					—
Wildcat BuyerCo, Inc.				725					145					30					550
Total Commitments		$		652,078			$		252,242			$		42,893			$		356,943

 

* These investments are in a foreign currency and the total commitment has been converted to USD using the December 31, 2022 exchange rate.

** For all letters of credit issued and outstanding on December 31, 2022, $42,488 will expire in 2023 and $405 will expire in 2024.

 

See notes to financial statements.

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SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Issuer		Investment Type		Acquisition Date
1244311 B.C. Ltd.		Common Equity - Common Stock		9/30/2020
AIC SPV Holdings II, LLC		Preferred Equity - Preferred Stock		6/1/2017
Carbon6 Technologies, Inc.		Preferred Equity - Preferred Equity		8/22/2022
Carbonfree Chemicals Holdings LLC		Common Equity - Common Equity / Interest		11/19/2019
ChyronHego Corporation		Preferred Equity - Preferred Equity		12/29/2020
Merx Aviation Finance, LLC		Common Equity - Membership Interests		5/22/2013
MSEA Tankers LLC		Common Equity - Class A Units		12/12/2014
Owl Parent Holdings, LLC		Common Equity - Common Stock		2/4/2022
Pelican Energy, LLC		Common Equity - Membership Interests		3/28/2012
Project Comfort Buyer, Inc.		Preferred Equity - Preferred Equity		5/16/2022
Renew Financial LLC (f/k/a Renewable Funding, LLC)		Common Equity - Common Stock		12/23/2020
Renew Financial LLC (f/k/a Renewable Funding, LLC)		Preferred Equity - Series D Preferred Stock		10/1/2015
Renew Financial LLC (f/k/a Renewable Funding, LLC)		Preferred Equity - Series B Preferred Stock		4/9/2014
Renew Financial LLC (f/k/a Renewable Funding, LLC)		Preferred Equity - Preferred Equity		7/12/2022
Renew JV LLC		Common Equity - Membership Interests		3/20/2017
SHD Oil & Gas, LLC		Common Equity - Series C Units		12/27/2012
SHD Oil & Gas, LLC		Common Equity - Series A Units		11/18/2016
SMC IR Holdings, LLC		Common Equity - Common Stock		3/8/2022
Trench Safety Solutions Holdings, LLC		Common Equity - Series A-1 Units		4/29/2022
Wm. Bolthouse Farms, Inc.		Common Equity - Equity Interests		7/28/2022
FC2 LLC		Common Equity - Common Stock		10/14/2022
HSI Halo Holdings, LLC		Common Equity - Common Stock		11/9/2022

 

 

See notes to financial statements.

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SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry		First Lien - Secured Debt					Second Lien - Secured Debt					Unsecured Debt					Structured Products and Other					Preferred Equity					Common Equity/Interests					Warrants					Total
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing		$		43,489			$		—			$		—			$		—			$		—			$		432			$		—			$		43,921
Aerospace & Defense				13,659					—					—					—					—					—					—					13,659
Automotive				59,964					23,621					—					—					—					350					—					83,935
Aviation and Consumer Transport				17,129					—					—					—					—					—					—					17,129
Beverage, Food & Tobacco				101,929					—					—					—					448					1,409					—					103,786
Business Services				211,239					67,049					—					—					89					1,971					—					280,348
Chemicals, Plastics & Rubber				23,188					—					—					—					—					—					—					23,188
Construction & Building				31,287					—					—					—					—					500					—					31,787
Consumer Goods – Durable				20,534					—					—					—					—					107					—					20,641
Consumer Goods – Non-durable				72,495					—					—					—					492					2,135					—					75,122
Consumer Services				166,266					—					—					—					—					—					—					166,266
Diversified Investment Vehicles, Banking, Finance, Real Estate				34,207					—					—					—					—					—					—					34,207
Education				36,394					—					—					—					—					—					—					36,394
Energy – Electricity				7,231					—					—					—					5,623					3					—					12,857
Healthcare & Pharmaceuticals				465,242					—					50					—					583					725					389					466,989
High Tech Industries				295,224					—					—					—					—					1,000					—					296,224
Hotel, Gaming, Leisure, Restaurants				20,599					—					—					—					—					—					—					20,599
Insurance				83,144					—					—					—					—					—					—					83,144
Manufacturing, Capital Equipment				29,069					7,965					—					—					11,849					250					—					49,133
Media – Diversified & Production				2,699					—					—					—					—					—					—					2,699
Retail				31,232					—					—					—					—					—					—					31,232
Telecommunications				—					7,096					—					—					—					—					—					7,096
Transportation – Cargo, Distribution				57,427					—					—					—					—					—					—					57,427
Utilities – Electric				14,580					—					—					—					—					—					—					14,580
Wholesale				46,412					—					—					—					—					798					—					47,210
Total Non-Controlled / Non-Affiliated Investments		$		1,884,639			$		105,731			$		50			$		—			$		19,084			$		9,680			$		389			$		2,019,573
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber		$		12,500			$		—			$		—			$		—			$		—			$		56,505			$		—			$		69,005
Consumer Goods – Durable				4,302					—					—					—					—					1,000					—					5,302
Diversified Investment Vehicles, Banking, Finance, Real Estate				—					—					—					16,998					—					—					—					16,998
Energy – Electricity				—					—					—					—					15,446					2,285					—					17,731
Energy – Oil & Gas				—					—					—					—					—					12,271					—					12,271
Total Non-Controlled / Affiliated Investments		$		16,802			$		—			$		—			$		16,998			$		15,446			$		72,061			$		—			$		121,307

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry		First Lien - Secured Debt					Second Lien - Secured Debt					Unsecured Debt					Structured Products and Other					Preferred Equity					Common Equity/Interests					Warrants					Total
Controlled Investments
Aviation and Consumer Transport		$		150,000			$		—			$		—			$		—			$		—			$		146,500			$		—			$		296,500
Energy – Oil & Gas				—					—					—					—					—					44,865					—					44,865
High Tech Industries				99,532					—					—					—					6,000					—					—					105,532
Transportation – Cargo, Distribution				—					—					—					—					—					19,397					—					19,397
Total Controlled Investments		$		249,532			$		—			$		—			$		—			$		6,000			$		210,762			$		—			$		466,294
Total		$		2,150,973			$		105,731			$		50			$		16,998			$		40,530			$		292,503			$		389			$		2,607,174

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry		First Lien - Secured Debt					Second Lien - Secured Debt					Unsecured Debt					Structured Products and Other					Preferred Equity					Common Equity/Interests					Warrants					Total					% of Net Assets
Non-Controlled / Non-Affiliated Investments
Advertising, Printing & Publishing		$		42,741			$		—			$		—			$		—			$		—			$		472			$		—			$		43,213				4.37	%
Aerospace & Defense				13,427					—					—					—					—					—					—					13,427				1.36	%
Automotive				58,627					1,402					—					—					—					410					—					60,439				6.12	%
Aviation and Consumer Transport				17,172					—					—					—					—					—					—					17,172				1.74	%
Beverage, Food & Tobacco				101,276					—					—					—					234					2,201					—					103,711				10.50	%
Business Services				208,092					55,996					—					—					89					2,721					—					266,898				27.01	%
Chemicals, Plastics & Rubber				22,700					—					—					—					—					—					—					22,700				2.30	%
Construction & Building				30,621					—					—					—					—					248					—					30,869				3.12	%
Consumer Goods – Durable				20,670					—					—					—					—					540					—					21,210				2.15	%
Consumer Goods – Non-durable				72,447					239					—					—					45					1,176					—					73,907				7.48	%
Consumer Services				163,820					—					—					—					—					—					—					163,820				16.58	%
Diversified Investment Vehicles, Banking, Finance, Real Estate				34,100					—					—					—					—					—					—					34,100				3.45	%
Education				35,890					—					—					—					—					—					—					35,890				3.63	%
Energy – Electricity				2,009					—					—					—					—					—					—					2,009				0.20	%
Healthcare & Pharmaceuticals				463,603					—					50					—					892					3,457					474					468,476				47.41	%
High Tech Industries				293,117					—					—					—					—					1,438					—					294,555				29.81	%
Hotel, Gaming, Leisure, Restaurants				20,409					—					—					—					—					—					—					20,409				2.07	%
Insurance				82,920					—					—					—					—					—					—					82,920				8.39	%
Manufacturing, Capital Equipment				28,620					7,437					—					—					9,763					417					—					46,237				4.68	%
Media – Diversified & Production				2,180					—					—					—					—					—					—					2,180				0.22	%
Retail				31,219					—					—					—					—					—					—					31,219				3.16	%
Telecommunications				—					5,845					—					—					—					—					—					5,845				0.59	%
Transportation – Cargo, Distribution				57,058					—					—					—					—					—					—					57,058				5.77	%
Utilities – Electric				14,589					—					—					—					—					—					—					14,589				1.48	%
Wholesale				46,496					—					—					—					—					850					—					47,346				4.79	%
Total Non-Controlled / Non-Affiliated Investments		$		1,863,803			$		70,919			$		50			$		—			$		11,023			$		13,930			$		474			$		1,960,199				198.38	%
% of Net Assets				188.62	%				7.18	%				0.01	%				0.00	%				1.12	%				1.41	%				0.05	%				198.38	%
Non-Controlled / Affiliated Investments
Chemicals, Plastics & Rubber		$		12,500			$		—			$		—			$		—			$		—			$		20,202			$		—			$		32,702				3.31	%
Consumer Goods – Durable				4,007					—					—					—					—					340					—					4,347				0.44	%
Diversified Investment Vehicles, Banking, Finance, Real Estate				—					—					—					9,413					—					—					—					9,413				0.95	%
Energy – Electricity				—					—					—					—					2,035					449					—					2,484				0.25	%
Energy – Oil & Gas				—					—					—					—					—					195					—					195				0.02	%
Total Non-Controlled / Affiliated Investments		$		16,507			$		—			$		—			$		9,413			$		2,035			$		21,186			$		—			$		49,141				4.97	%
% of Net Assets				1.67	%				0.00	%				0.00	%				0.95	%				0.21	%				2.14	%				0.00	%				4.97	%

 

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

Industry		First Lien - Secured Debt					Second Lien - Secured Debt					Unsecured Debt					Structured Products and Other					Preferred Equity					Common Equity/Interests					Warrants					Total					% of Net Assets
Controlled Investments
Aviation and Consumer Transport		$		150,000			$		—			$		—			$		—			$		—			$		111,446			$		—			$		261,446				26.46	%
Energy – Oil & Gas				—					—					—					—					—					580					—					580				0.06	%
High Tech Industries				99,999					—					—					—					22,499					—					—					122,498				12.40	%
Transportation – Cargo, Distribution				—					—					—					—					—					4,256					—					4,256				0.43	%
Total Controlled Investments		$		249,999			$		—			$		—			$		—			$		22,499			$		116,282			$		—			$		388,780				39.35	%
% of Net Assets				25.30	%				0.00	%				0.00	%				0.00	%				2.28	%				11.77	%				0.00	%				39.35	%
Total		$		2,130,309			$		70,919			$		50			$		9,413			$		35,557			$		151,398			$		474			$		2,398,120				242.70	%
% of Net Assets				215.60	%				7.18	%				0.01	%				0.95	%				3.60	%				15.32	%				0.05	%				242.70	%

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

December 31, 2022

(In thousands, except share data)

 

 

Industry Classification		Percentage of Total Investments (at Fair Value) as of December 31, 2022
Healthcare & Pharmaceuticals		19.5%
High Tech Industries		17.4%
Aviation and Consumer Transport		11.6%
Business Services		11.1%
Consumer Services		6.8%
Beverage, Food & Tobacco		4.3%
Insurance		3.5%
Consumer Goods – Non-durable		3.1%
Transportation – Cargo, Distribution		2.6%
Automotive		2.5%
Chemicals, Plastics & Rubber		2.3%
Wholesale		2.0%
Manufacturing, Capital Equipment		1.9%
Diversified Investment Vehicles, Banking, Finance, Real Estate		1.8%
Advertising, Printing & Publishing		1.8%
Education		1.5%
Retail		1.3%
Construction & Building		1.3%
Consumer Goods – Durable		1.1%
Hotel, Gaming, Leisure, Restaurants		0.9%
Utilities – Electric		0.6%
Aerospace & Defense		0.6%
Telecommunications		0.2%
Energy – Electricity		0.2%
Media – Diversified & Production		0.1%
Energy – Oil & Gas		0.0%
Total Investments		100.0%

 

See notes to financial statements.

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited)

(In thousands, except share and per share data)

 

 

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

 

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

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MIDCAP FINANCIAL INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

(In thousands, except share and per share data)

 

 

 

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Report of Independent Registered Public Accounting Firm

To the stockholders and Board of Directors of MidCap Financial Investment Corporation

 

Results of Review of Interim Financial Information

We have reviewed the accompanying statement of assets and liabilities, including the schedule of investments, of MidCap Financial Investment Corporation (the “Company”) as of September 30, 2023, the related statements of operations and changes in net assets for the three-month and nine-month periods ended September 30, 2023 and 2022, the statements of cash flows and the financial highlights for the nine-month periods ended September 30, 2023 and 2022, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of assets and liabilities, including the schedule of investments, of the Company as of December 31, 2022, the related statement of operations, changes in net assets, and cash flows for the year then ended (not presented herein), and the financial highlights for the year then ended (not presented herein); and in our report dated February 21, 2023, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2022, is fairly stated, in all material respects, in relation to the statement of assets and liabilities, including the schedule of investments, from which it has been derived.

 

Basis for Review Results

 

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

/s/ Deloitte & Touche LLP The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this report.

 

New York, New York

November 7, 2023

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we 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 we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission (“SEC”), including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

 

 

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Overview

MidCap Financial Investment Corporation (the “Company,” “MFIC,” “we,” “us,” or “our”) was incorporated under the Maryland General Corporation Law in February 2004. We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. We commenced operations on April 8, 2004 upon completion of our initial public offering that raised $870 million in net proceeds from selling 62 million shares of common stock at a price of $15.00 per share (20.7 million shares at a price of $45.00 per share adjusted for the one-for-three reverse stock split). Since then, and through September 30, 2023, we have raised approximately $2.24 billion in net proceeds from additional offerings of common stock and we have repurchased common stock for $248.1 million.

On August 1, 2022, the Company changed its name from "Apollo Investment Corporation" to "MidCap Financial Investment Corporation." Our common stock began to trade under the ticker “MFIC” on the NASDAQ Global Stock Market on August 12, 2022.

On November 7, 2023, the Company entered into (i) an Agreement and Plan of Merger (the “AFT Merger Agreement”) with Apollo Senior Floating Rate Fund Inc., a Maryland corporation (“AFT”), AFT Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AFT Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser, and (ii) an Agreement and Plan of Merger (the “AIF Merger Agreement” and, together with the AFT Merger Agreement, the “Merger Agreements”) with Apollo Tactical Income Fund Inc., a Maryland corporation (“AIF”), AIF Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AIF Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. The Merger Agreements provide that, subject to the terms and conditions set forth in the applicable Merger Agreement, at the effective time of such merger, AFT and AIF will, through a two-step merger process, merge with and into the Company, with the Company continuing as the surviving company. Each of the Company’s Board of Directors, and AFT’s and AIF’s board of directors, including all of the respective independent directors, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or AFT and AIF, as applicable, have approved the applicable Merger Agreement and the transactions contemplated thereby. Consummation of the Mergers, which is currently anticipated to occur in the first half of 2024, is subject to certain closing conditions, including requisite approvals of the Company’s, AFT’s and AIF’s stockholders and certain other closing conditions. See “—Recent Developments” for further information regarding the Merger Agreements and the Mergers.

Apollo Investment Management, L.P. (the “Investment Adviser” or “AIM”) is our investment adviser and an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (“AGM”). The Investment Adviser, subject to the overall supervision of our Board of Directors, manages the day-to-day operations of, and provides investment advisory services to the Company. AGM and other affiliates manage other funds that may have investment mandates that are similar, in whole or in part, with ours. AIM and its affiliates may determine that an investment is appropriate both for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, AIM may determine that we should invest on a side-by-side basis with one or more other funds. We make all such investments subject to compliance with applicable regulations and interpretations, and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the terms of the exemptive order (the “Order”) we received from the SEC permitting us to do so. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any

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person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board of Directors’ approved criteria. In certain situations where co-investment with one or more funds managed by AIM or its affiliates is not covered by the Order, the personnel of AIM or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of our affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.

 

Apollo Investment Administration, LLC (the “Administrator” or “AIA”), an affiliate of AGM, provides, among other things, administrative services and facilities for the Company. In addition to furnishing us with office facilities, equipment, and clerical, bookkeeping and recordkeeping services, AIA also oversees our financial records as well as prepares our reports to stockholders and reports filed with the SEC. AIA also performs the calculation and publication of our net asset value, the payment of our expenses and oversees the performance of various third-party service providers and the preparation and filing of our tax returns. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the competitive environment for the types of investments we make and market disruptions due to COVID-19. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of September 30, 2023, non-qualifying assets represented approximately 7.2% of the total assets of the Company.

Revenue

We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of mezzanine or senior secured loans, generally have a stated term of five to ten years and bear interest at a fixed rate or a floating rate usually determined on the basis of a benchmark, such as the Secured Overnight Financing Rate ("SOFR"), London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offered Rate (“EURIBOR”), the federal funds rate, or the prime rate. Interest on debt securities is generally payable quarterly or semiannually and while U.S. subordinated debt and corporate notes typically accrue interest at fixed rates, some of our investments may include zero coupon and/or step-up bonds that accrue income on a constant yield to call or maturity basis. In addition, some of our investments provide for payment-in-kind (“PIK”) interest or dividends. Such amounts of accrued PIK interest or dividends are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

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Expenses

For all investment professionals of AIM and their staff, when and to the extent engaged in providing investment advisory and management services to us, the compensation and routine overhead expenses of that personnel which is allocable to those services are provided and paid for by AIM. We bear all other costs and expenses of our operations and transactions, including those relating to:

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks, and offerings of our securities relative to comparative periods, among other factors.

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Portfolio and Investment Activity

Our portfolio and investment activity during the three and nine months ended September 30, 2023 and 2022, was as follows:

 

		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.

Our portfolio composition and weighted average yields as of September 30, 2023 and December 31, 2022 were as follows:

 

		September 30, 2023					December 31, 2022
Portfolio composition, at fair value:
First lien secured debt				88	%				89	%
Second lien secured debt				3	%				3	%
Total secured debt				91	%				92	%
Unsecured debt				—	%				0	%
Structured products and other				2	%				0	%
Preferred equity				1	%				2	%
Common equity/interests and warrants				6	%				6	%
Weighted average yields, at amortized cost (1):
First lien secured debt (2)				11.9	%				10.8	%
Second lien secured debt (2)				14.4	%				13.2	%
Secured debt portfolio (2)				12.0	%				10.9	%
Unsecured debt portfolio (2)				—	%				10.0	%
Total debt portfolio (2)				12.0	%				10.9	%
Total portfolio (3)				10.1	%				9.3	%
Interest rate type, at fair value (4):
Fixed rate amount		$	0.0 billion				$	0.0 billion
Floating rate amount		$	2.0 billion				$	2.0 billion
Fixed rate, as percentage of total				0	%				0	%
Floating rate, as percentage of total				100	%				100	%
Interest rate type, at amortized cost (4):
Fixed rate amount		$	0.0 billion				$	0.0 billion
Floating rate amount		$	2.1 billion				$	2.0 billion
Fixed rate, as percentage of total				0	%				0	%
Floating rate, as percentage of total				100	%				100	%

 

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Since the initial public offering of MidCap Financial Investment Corporation in April 2004 and through September 30, 2023, invested capital totaled $23.8 billion in 617 portfolio companies. Over the same period, the Company completed transactions with more than 100 different financial sponsors.

Recent Developments

Pending Mergers with AFT and AIF

AFT Merger. On November 7, 2023, the Company entered into an Agreement and Plan of Merger (the “AFT Merger Agreement”) with Apollo Senior Floating Rate Fund Inc., a Maryland corporation (“AFT”), AFT Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AFT Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. The AFT Merger Agreement provides that, subject to the terms and conditions set forth in the AFT Merger Agreement, at the effective time of the merger (the “AFT Effective Time”), AFT Merger Sub will be merged with and into AFT (the “AFT First Merger”), with AFT continuing as the surviving company and as a wholly-owned subsidiary of the Company. Immediately after the effectiveness of the AFT First Merger, AFT will be merged with and into the Company, with the Company continuing as the surviving company (together with the AFT First Merger, the “AFT Merger”). Both the Company’s Board of Directors and AFT’s board of directors, including all of the respective independent directors, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or AFT, as applicable, have approved the AFT Merger Agreement and the transactions contemplated thereby.

Subject to the terms and conditions of the AFT Merger Agreement, at the AFT Effective Time, each share of AFT Common Stock issued and outstanding immediately prior to the AFT Effective Time (other than shares owned by the Company or any of its consolidated subsidiaries, including AFT Merger Sub (the “AFT Cancelled Shares”)) will be converted into the right to receive a number of shares of the Company’s Common Stock equal to the AFT Exchange Ratio (as defined below) (cash will be paid in lieu of fractional shares). AFT has no preferred stock outstanding, and no preferred stock will be issued by the Company as a result of the AFT Merger.

Under the AFT Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the AFT Effective Time (such date, the “AFT Determination Date”), the Company and AFT will deliver to the other a calculation of its NAV as of such date (such calculation with respect to AFT, the “Closing AFT Net Asset Value” and such calculation with respect to the Company, the “Closing AFT Merger MFIC Net Asset Value”), in each case using the same set of assumptions, methodologies and adjustments as has been historically used in preparing such calculation. Based on such calculations, the parties will calculate: (1) the “AFT Per Share NAV,” which will be equal to (i) the Closing AFT Net Asset Value divided by (ii) the number of shares of AFT Common Stock issued and outstanding as of the AFT Determination Date (excluding any AFT Cancelled Shares) and (2) the “AFT Merger MFIC Per Share NAV,” which will be equal to (A) the Closing AFT Merger MFIC Net Asset Value divided by (B) the number of shares of the Company’s Common Stock issued and outstanding as of the AFT Determination Date. The “AFT Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the AFT Per Share NAV divided by (ii) the AFT Merger MFIC Per Share NAV. Furthermore, promptly following closing of the AFT Merger, the Adviser or its affiliates will pay to holders of shares of AFT Common Stock that are issued and outstanding immediately prior to the AFT Effective Time a special payment equal to $0.25 per share of AFT Common Stock, subject to deduction for any applicable withholding tax.

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The AFT Merger Agreement contains representations and warranties by the Company, AFT Merger Sub, the Adviser and AFT, subject to specified exceptions and qualifications.

Under the AFT Merger Agreement, immediately following the AFT Effective Time, the Company will repay or prepay any amounts outstanding under AFT’s existing credit facility as of the AFT Effective Time, subject to the conditions set forth in the Senior Secured Facility.

The AFT Merger Agreement also contains certain termination rights in favor of the Company and AFT, including if the AFT Merger is not completed on or before November 7, 2024, or if the requisite approvals of the Company’s and AFT’s stockholders are not obtained. The AFT Merger Agreement provides that, upon the termination of the AFT Merger Agreement under certain circumstances, a third party that enters into a definitive transaction with AFT may be required to pay the Company a termination fee of $7,029. The AFT Merger Agreement also provides that, upon the termination of the AFT Merger Agreement under certain circumstances, a third party that enters into a definitive agreement with the Company, the Company may be required to pay to AFT a termination fee of $29,905.

Consummation of the AFT Merger, which is currently anticipated to occur in the first half of 2024, is subject to certain closing conditions, including requisite approvals of the Company’s and AFT’s stockholders and certain other closing conditions. Neither the closing of the AFT Merger nor the closing of the AIF Merger is contingent on the closing of the other merger.

AIF Merger. On November 7, 2023, the Company entered into an Agreement and Plan of Merger (the “AIF Merger Agreement” and, together with the AFT Merger Agreement, the “Merger Agreements”) with Apollo Tactical Income Fund Inc., a Maryland corporation (“AIF”), AIF Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“AIF Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. The AIF Merger Agreement provides that, subject to the terms and conditions set forth in the AIF Merger Agreement, at the effective time of the merger (the “AIF Effective Time”), AIF Merger Sub will be merged with and into AIF (the “AIF First Merger”), with AIF continuing as the surviving company and as a wholly-owned subsidiary of the Company. Immediately after the effectiveness of the AIF First Merger, AIF will be merged with and into the Company, with the Company continuing as the surviving company (together with the AIF First Merger, the “AIF Merger” and, together with the AIF Merger, the “Mergers”). Both the Company’s Board of Directors and AIF’s board of directors, including all of the respective independent directors, in each case, on the recommendation of special committees comprised solely of certain independent directors of the Company or AIF, as applicable, have approved the AIF Merger Agreement and the transactions contemplated thereby.

Subject to the terms and conditions of the AIF Merger Agreement, at the AIF Effective Time, each share of AIF Common Stock issued and outstanding immediately prior to the AIF Effective Time (other than shares owned by the Company or any of its consolidated subsidiaries, including AIF Merger Sub (the “AIF Cancelled Shares”) will be converted into the right to receive a number of shares of the Company’s Common Stock equal to the AIF Exchange Ratio (as defined below) (cash will be paid in lieu of fractional shares). AIF has no preferred stock outstanding, and no preferred stock will be issued by the Company as a result of the AIF Merger.

Under the AIF Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the AIF Effective Time (such date, the “AIF Determination Date”), each of the Company and AIF will deliver to the other a calculation of its NAV as of such date (such calculation with respect to AIF, the “Closing AIF Net Asset Value” and such calculation with respect to the Company, the “Closing AIF Merger MFIC Net Asset Value”), in each case using the same set of assumptions, methodologies and adjustments as has been historically used in preparing such calculation. Based on such calculations, the parties will calculate: (1) the “AIF Per Share NAV,” which will be equal to (i) the Closing AIF Net Asset Value divided by (ii) the number of shares of AIF Common Stock issued and outstanding as of the AIF Determination Date (excluding any AIF Cancelled Shares) and (2) the “AIF Merger MFIC Per Share NAV,” which will be equal to (A) the Closing AIF Merger MFIC Net Asset Value divided by (B) the number of shares of the Company’s Common Stock issued and outstanding as of the AIF Determination Date.

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The “AIF Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the AIF Per Share NAV divided by (ii) the AIF Merger MFIC Per Share NAV. Furthermore, promptly following the closing of the AIF Merger, the Adviser or its affiliates will pay to holders of shares of AIF Common Stock that are issued and outstanding immediately prior to the AIF Effective Time a special payment equal to $0.25 per share of AIF Common Stock, subject to deduction for any applicable withholding tax.

The AIF Merger Agreement contains representations and warranties by the Company, AIF Merger Sub, the Adviser and AIF, subject to specified exceptions and qualifications.

Under the AIF Merger Agreement, immediately following the AIF Effective Time, the Company will repay or prepay any amounts outstanding under AIF’s existing credit facility as of the AIF Effective Time, subject to the conditions set forth in the Company’s Senior Secured Credit Facility.

The AIF Merger Agreement also contains certain termination rights in favor of the Company and AIF, including if the AIF Merger is not completed on or before November 7, 2024, or if the requisite approvals of the Company’s and AIF’s stockholders are not obtained. The AIF Merger Agreement provides that, upon the termination of the AIF Merger Agreement under certain circumstances, a third party that enters into a definitive transaction with AIF may be required to pay the Company a termination fee of $6,348. The AIF Merger Agreement also provides that, upon the termination of the AIF Merger Agreement under certain circumstances, a third party that enters into a definitive agreement with the Company, the Company may be required to pay to AIF a termination fee of $29,905.

Consummation of the AIF Merger, which is currently anticipated to occur in the first half of 2024, is subject to certain closing conditions, including requisite approvals of the Company’s and AIF’s stockholders and certain other closing conditions. Neither the closing of the AIF Merger nor the closing of the AFT Merger (as defined below) is contingent on the closing of the other merger.

Distribution after the Consummation of the Mergers. Following the consummation of the Mergers and subject to applicable law, the Company will distribute to holders of shares of the Company’s Common Stock as of a record date to be determined by the Company’s Board of Directors an amount in cash equal to $0.20 per share of the Company’s Common Stock.

The foregoing descriptions of the Merger Agreements and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreements, which have been included as Exhibits 2.1 and 2.2 to this Quarterly Report on Form 10-Q. The representations, warranties, covenants and agreements contained in each Merger Agreement were made only for purposes of such Merger Agreement and as of specific dates; were solely for the benefit of the parties to such Merger Agreement (except as may be expressly set forth in such Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to such Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreements or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of each Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to such Merger Agreement. For more information, see the Company’s current report on Form 8-K filed with the SEC on November 7, 2023.

 

 

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Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, gains and losses. Changes in the economic environment, financial markets, credit worthiness of portfolio companies and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our significant accounting policies are further described in the notes to the financial statements.

Fair Value Measurements

The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may differ materially from the values that would be received upon an actual disposition of such investments.

As of September 30, 2023, $2.37 billion or 99.9% of the Company’s investments were classified as Level 3. The high proportion of Level 3 investments relative to our total investments is directly related to our investment philosophy and target portfolio, which consists primarily of long-term secured debt, as well as unsecured and mezzanine positions of private middle-market companies. A fundamental difference exists between our investments and those of comparable publicly traded fixed income investments, namely high-yield bonds, and this difference affects the valuation of our private investments relative to comparable publicly traded instruments.

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Senior secured loans, or senior loans, are higher in the capital structure than high-yield bonds, and are typically secured by assets of the borrowing company. This improves their recovery prospects in the event of default and affords senior loans a structural advantage over high-yield bonds. Many of the Company’s investments are also privately negotiated and contain covenant protections that limit the issuer to take actions that could harm us as a creditor. High-yield bonds typically do not contain such covenants.

Given the structural advantages of capital seniority and covenant protection, the valuation of our private debt portfolio is driven more by investment specific credit factors than movements in the broader debt capital markets. Each security is evaluated individually and as indicated below, we value our private investments based upon a multi-step valuation process, including valuation recommendations from independent valuation firms.

Investment Valuation Process

Pursuant to Rule 2a-5 under the 1940 Act, the Company’s Board of Directors has designated the Investment Adviser as its "valuation designee” to perform the fair value determinations for all investments held by the Company. The Company's Board of Directors continues to be responsible for overseeing the processes for determining fair valuation.

Under the Company's valuation policies and procedures, the Investment Adviser values investments, including certain secured debt, unsecured debt, and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker, primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are unavailable or are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent third party valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such investments. Investments purchased within the quarter before the valuation date and debt investments with remaining maturities of 60 days or less may each be valued at cost with interest accrued or discount accreted/premium amortized to the date of maturity (although they are typically valued at available market quotations), unless such valuation, in the judgment of our Investment Adviser, does not represent fair value. In this case, such investments shall be valued at fair value as determined in good faith by or under the direction of the Investment Adviser, including using market quotations where available. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Investment Adviser. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Investment Adviser undertakes a multi-step valuation process each quarter, as described below:

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Investments determined by these valuation procedures which have a fair value of less than $1 million during the prior fiscal quarter may be valued based on inputs identified by the Investment Adviser without the necessity of obtaining valuation from an independent valuation firm, if once annually an independent valuation firm using the procedures described herein provides an independent assessment of value.

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. During the six months ended September 30, 2023, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by our investment adviser, as the valuation designee, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had an active market existed for such investments and may differ materially from the values that we may ultimately realize.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

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Results of Operations

Operating results for the three and nine months ended September 30, 2023 and 2022 were as follows:

 

		Three Months Ended September 30,										Nine Months Ended September 30,
(in millions)*		2023					2022					2023					2022
Investment Income
Interest income		$		66.7			$		56.3			$		198.1			$		160.4
Dividend income				0.7					0.3					0.9					0.9
PIK interest income				0.5					0.9					2.1					2.4
Other income				0.3					1.5					3.5					3.3
Total investment income		$		68.2			$		58.9			$		204.6			$		167.0
Expenses
Management and performance-based incentive fees, net of amounts waived		$		10.3			$		12.9			$		30.9			$		33.0
Interest and other debt expenses, net of reimbursements				25.9					20.0					76.2					50.5
Administrative services expense, net of reimbursements				1.5					1.2					4.2					3.8
Other general and administrative expenses				2.5					2.2					7.0					6.7
Net Expenses		$		40.3			$		36.2			$		118.3			$		94.0
Net Investment Income		$		27.9			$		22.7			$		86.2			$		73.0
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses)		$		(0.2	)		$		(0.2	)		$		(1.2	)		$		(1.9	)
Net change in unrealized gains (losses)				2.3					(6.5	)				0.5					(45.2	)
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
Net Investment Income on Per Average Share Basis (1)		$		0.43			$		0.35			$		1.32			$		1.14
Earnings per share — basic (1)		$		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.

Total Investment Income

For the three months ended September 30, 2023 as compared to the three months ended September 30, 2022

The increase in total investment income for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 was primarily driven by the increase in total interest income (including PIK interest income) of $10.0 million. The increase in total interest income was due to an increase in the average yield for the total debt portfolio, from 9.6% for the three months ended September 30, 2022 to 12.0% for the three months ended September 30, 2023. The increase was partially offset by a decrease in other income and prepayment fees and income recognized from the acceleration of discount, premium, or deferred fees on repaid investments. Prepayment fees and income recognized from acceleration of discount, premium, or deferred fees on repaid investments totaled $3.0 million for the three months ended September 30, 2022 and $0.6 million for the three months ended September 30, 2023. The decrease in other income of $1.2 million was primarily due to decrease in amendment fees and consent fees. Furthermore, the increase in dividend income of $0.5 million was primarily due to income generated from structured products.

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For the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022

The increase in total investment income for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily driven by the increase in total interest income (including PIK interest income) of $37.4 million. The increase in total interest income was due to an increase in the average yield for the total debt portfolio, from 8.8% for the nine months ended September 30, 2022 to 11.4% for the nine months ended September 30, 2023. The increase was partially offset by a decrease in amortization and in prepayment fees and income recognized from the acceleration of discount, premium, or deferred fees on repaid investments, which totaled $8.6 million for the nine months ended September 30, 2022 and $3.8 million for the nine months ended September 30, 2023. Furthermore, the increase in other income of $0.2 million was primarily due to an increase in structuring and commitment fees received.

Net Expenses

For the three months ended September 30, 2023 as compared to the three months ended September 30, 2022

The increase in net expenses for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 was primarily driven by the increase in interest and other debt expenses of $5.9 million. The increase in interest and other debt expenses was attributed to an increase in the total annualized cost of debt, from 5.17% for the three months ended September 30, 2022 to 7.16% for the three months ended September 30, 2023. Further, the decrease of $2.6 million in management and performance-based incentive fees (net of amounts waived) was primarily driven by a decrease in gross management fee due to the change in fee structure effective January 1, 2023. This was partially offset by an increase in performance-based incentive fees.

For the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022

The increase in net expenses for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily driven by the increase in interest and other debt expenses of $25.7 million. The increase in interest and other debt expenses was attributed to an increase in the total annualized cost of debt, from 4.25% for the nine months ended September 30, 2022 to 7.02% for the nine months ended September 30, 2023. Further, the decrease of $2.1 million in management and performance-based incentive fees (net of amounts waived) was primarily driven by a decrease in gross management fee due to the change in fee structure effective January 1, 2023. This was partially offset by an increase in performance-based incentive fees.

 

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Net Realized Gains (Losses)

For the three months ended September 30, 2023 as compared to the three months ended September 30, 2022

During the three months ended September 30, 2023, we recognized gross realized gains of $0.1 million and gross realized losses of $0.3 million, resulting in net realized losses of $0.2 million.

During the three months ended September 30, 2022, we recognized gross realized gains of $0.3 million and gross realized losses of $0.5 million, resulting in net realized losses of $0.2 million.

For the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022

During the nine months ended September 30, 2023, we recognized gross realized gains of $0.2 million and gross realized losses of $1.4 million, resulting in net realized losses of $1.2 million. There were no significant realized gains (losses) for the nine months ended September 30, 2023.

During the nine months ended September 30, 2022, we recognized gross realized gains of $0.0 million and gross realized losses of $1.9 million, resulting in net realized losses of $1.9 million. Net realized losses for the nine months ended September 30, 2022 was primarily driven by the write off of the Company’s investment in AVAD, LLC. Significant realized gains (losses) for the nine months ended September 30, 2022 are summarized below:

(in millions)		Net Realized Gain (Loss)
AVAD, LLC		$		(1.0	)

Net Change in Unrealized Gains (Losses)

For the three months ended September 30, 2023 as compared to the three months ended September 30, 2022

During the three months ended September 30, 2023, we recognized gross unrealized gains of $13.1 million and gross unrealized losses of $10.8 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized gains of $2.3 million. Net change in unrealized gains (losses) for the three months ended September 30, 2023 was primarily driven by the increase in cashflows from Merx Aviation Finance, LLC, the financial under-performance of ViewRay and widening credit spreads. Significant changes in unrealized gains (losses) for the three months ended September 30, 2023 are summarized below:

(in millions)		Net Change in Unrealized Gain (Loss)
Merx Aviation Finance, LLC		$		2.5
ViewRay				(2.4	)
Renew Financial LLC (f/k/a Renewable Funding, LLC)				(1.8	)
NFA Group				(1.6	)
Westfall Technik, Inc.				(1.0	)

 

 

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During the three months ended September 30, 2022, we recognized gross unrealized gains of $25.4 million and gross unrealized losses of $31.9 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $6.5 million. Net change in unrealized gains (losses) for the three months ended September 30, 2022 was primarily driven by decrease in value of Spotted Hawk due to revised outlook on company's performance as well as decrease in value of K&N Parent, Inc. due to performance softness. Significant changes in unrealized gains (losses) for the three months ended September 30, 2022 are summarized below:

(in millions)		Net Change in Unrealized Gain (Loss)
ChyronHego Corporation		$		7.1
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.)				4.2
MSEA Tankers LLC				1.5
AVAD, LLC				1.3
Ambrosia Buyer Corp.				1.3
Spotted Hawk				(7.0	)
K&N Parent, Inc.				(5.3	)
Merx Aviation Finance, LLC				(4.5	)
NFA Group				(3.0	)
Renew Financial LLC (f/k/a Renewable Funding, LLC)				(1.7	)
The Club Company				(1.1	)

 

For the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022

During the nine months ended September 30, 2023, we recognized gross unrealized gains of $19.7 million and gross unrealized losses of $19.2 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized gains of $0.5 million. Net change in unrealized gains (losses) for the nine months ended September 30, 2023 was primarily driven by the increase in cashflows from Merx Aviation Finance, LLC, the financial under-performance of ViewRay and widening credit spreads. Significant changes in unrealized gains (losses) for the nine months ended September 30, 2023 are summarized below:

(in millions)		Net Change in Unrealized Gain (Loss)
Merx Aviation Finance, LLC		$		2.9
Golden Bear				2.5
AVAD, LLC				1.1
ViewRay				(3.3	)
Renew Financial LLC (f/k/a Renewable Funding, LLC)				(1.8	)
Berner Foods				(1.5	)
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)				(1.5	)
Ambrosia Buyer Corp.				(1.2	)
Sequential Brands Group, Inc.				(1.2	)

 

 

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During the nine months ended September 30, 2022, we recognized gross unrealized gains of $49.3 million and gross unrealized losses of $94.5 million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $45.2 million. Net change in unrealized gains (losses) for the nine months ended September 30, 2022 was primarily driven by the decrease in value of Merx Aviation Finance LLC due to various lease restructuring, aircraft sales and impacts from the Russian/Ukraine conflict. Significant changes in unrealized gains (losses) for the nine months ended September 30, 2022 are summarized below:

(in millions)		Net Change in Unrealized Gain (Loss)
ChyronHego Corporation		$		11.1
Glacier Oil & Gas Corp. (f/k/a Miller Energy Resources, Inc.)				10.7
Ambrosia Buyer Corp.				2.7
Emmes Corporation				1.7
Merx Aviation Finance, LLC				(38.3	)
MSEA Tankers LLC				(10.2	)
K&N Parent, Inc.				(7.3	)
NFA Group				(7.3	)
Carbonfree Chemicals SPE I LLC (f/k/a Maxus Capital Carbon SPE I LLC)				(4.0	)
Renew Financial LLC (f/k/a Renewable Funding, LLC)				(2.4	)
The Club Company				(2.3	)
Golden Bear				(2.1	)
Spotted Hawk				(1.8	)
CARE Fertility				(1.1	)

 

 

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Liquidity and Capital Resources

The Company’s liquidity and capital resources are generated and generally available through periodic follow-on equity and debt offerings, our Senior Secured Facility (as defined in Note 6 to the financial statements), our senior secured notes, our senior unsecured notes, investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and repayments of senior and subordinated loans and income earned from investments.

We believe that our current cash and cash equivalents on hand, our short-term investments, proceeds from the sale of our 2025 Notes and 2026 Notes, our available borrowing capacity under our Senior Secured Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months.

Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents (See Note 2 to the financial statements) At the end of each fiscal quarter, we consider taking proactive steps utilizing cash equivalents with the objective of enhancing our investment flexibility during the following quarter, pursuant to Section 55 of the 1940 Act. More specifically, we may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically close out that position on the following business day, settling the sale transaction on a net cash basis with the purchase, subsequent to quarter end. The Company may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our Senior Secured Facility, as we deem appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined.

Debt

See Note 6 to the financial statements for information on the Company’s debt.

The following table shows the contractual maturities of our debt obligations as of September 30, 2023:

 

			Payments Due by Period
(in millions)		Total					Less than 1 Year					1 to 3 Years					3 to 5 Years					More than 5 Years
Senior Secured Facility (1)		$		962.9			$		—			$		—			$		962.9			$		—
2025 Notes				350.0					—					350.0					—					—
2026 Notes				125.0					—					125.0					—					—
Total Debt Obligations		$		1,437.9			$		—			$		475.0			$		962.9			$		—

____________________

 

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Stockholders’ Equity

See Note 7 to the financial statements for information on the Company’s public offerings and share repurchase plans.

Distributions

Distributions paid to stockholders during the three and nine months ended September 30, 2023 totaled $24.8 million ($0.38 per share) and $74.5 million ($1.14 per share), respectively. Distributions paid to stockholders during the three and nine months ended September 30, 2022 totaled $22.8 million ($0.36 per share) and $68.7 million ($1.08 per share), respectively. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. Although the tax character of distributions paid to stockholders through September 30, 2023 may include return of capital, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ended December 31, 2023. Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Our quarterly distributions, if any, will be determined by our Board of Directors.

To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. Although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment. Currently, we have substantial net capital loss carryforwards and consequently do not expect to generate cumulative net capital gains in the foreseeable future.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare dividends if we default under certain provisions or fail to satisfy certain other conditions. If we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual PIK, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may not be able to meet the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC.

With respect to the distributions to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders.

PIK Income

For the three and nine months ended September 30, 2023, PIK income totaled $0.5 million and $2.1 million on total investment income of $68.2 million and $204.6 million, respectively. For the three and nine months ended September 30, 2022, PIK income totaled $0.9 million and $2.4 million on total investment income of $58.9 million and $167.0 million, respectively. In order to maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders annually in the form of distributions, even though the Company has not yet collected the cash. See Note 5 to the financial statements for more information on the Company’s PIK income.

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Related Party Transactions

See Note 3 to the financial statements for information on the Company’s related party transactions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. Uncertainty with respect to the economic effects of rising interest rates in response to inflation, the war in Russia and Ukraine and the COVID-19 pandemic introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below. For additional information concerning these risks and their potential impact on our business and our operating results, see Part II - Other information, Item 1A. Risk Factors.

Investment valuation risk

Because there is not a readily available market value for most of the investments in our portfolio, we value all of our portfolio investments at fair value as determined in good faith by our board of directors based on, among other things, the input of our management and audit committee and independent valuation firms that have been engaged at the direction of our board of directors to assist in the valuation of each portfolio investment without a readily available market quotation (with certain de minimis exceptions). Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” and “—Fair Value Measurements” as well as Notes 2 and 5 to our financial statements for the three and nine months ended September 30, 2023 for more information relating to our investment valuation.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of September 30, 2023, a majority of our debt portfolio investments bore interest at variable rates, which generally are SOFR-based (or based on an equivalent applicable currency rate such as SOFR) and typically have durations of one to six months after which they reset to current market interest rates, and many of which are subject to certain floors. Further, our Senior Secured Facility bears interest at SOFR rates with no interest rate floors, while our 2025 Notes and 2026 Notes bears interest at a fixed rate. Some of our investments are LIBOR-based. As of September 30, 2023, all non-U.S. dollar LIBOR publications have been phased out. The phase out of a majority of the U.S. dollar publications was delayed until June 30, 2023. Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities, or the cost of our borrowings. SOFR appears to be the preferred alternative replacement rate for U.S. dollar LIBOR, but there is no guarantee SOFR will become the dominant alternative. Please see Part 1 of our transition report on Form 10-KT for the nine months ended December 31, 2022, “Item 1A. Risk Factors—Risks Relating to the Current Environment — The interest rates of some of our floating-rate loans to our portfolio companies may be priced using a spread over LIBOR, which is being phased out." We regularly measure our exposure to interest rate risk.

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We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

 

The following table shows the estimated annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for variable rate instruments) to our loan portfolio and outstanding debt as of September 30, 2023, assuming no changes in our investment and borrowing structure:

 

Basis Point Change		Net Investment Income			Net Investment Income Per Share
Up 150 basis points		$	13.7 million		$		0.210
Up 100 basis points			9.2 million				0.140
Up 50 basis points			4.6 million				0.070
Down 50 basis points			(4.6) million				(0.070	)
Down 100 basis points			(9.2) million				(0.140	)
Down 150 basis points			(13.7) million				(0.210	)

 

We may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2023 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Control Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the third quarter of 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge are any material legal proceedings threatened against us. From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we do not expect that the resolution of these matters if they arise would materially affect our business, financial condition or results of operations, resolution will be subject to various uncertainties and could result in the expenditure of significant financial and managerial resources.

 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

The Company adopted the following plans, approved by the Board of Directors, for the purpose of repurchasing its common stock in accordance with applicable rules specified in the 1934 Act (the “Repurchase Plans”):

 

Date of Agreement/Amendment		Maximum Cost of Shares That May Be Repurchased			Cost of Shares Repurchased			Remaining Cost of Shares That May Be Repurchased
August 5, 2015		$	50.0 million		$	50.0 million		$	— million
December 14, 2015			50.0 million			50.0 million			— million
September 14, 2016			50.0 million			50.0 million			— million
October 30, 2018			50.0 million			50.0 million			— million
February 6, 2019			50.0 million			48.1 million			1.9 million
February 3, 2022			25.0 million			— million			25.0 million
Total as of September 30, 2023		$	275.0 million		$	248.1 million		$	26.9 million

The Repurchase Plans were designed to allow the Company to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under applicable insider trading laws or because of self-imposed trading blackout periods. A broker selected by the Company will have the authority under the terms and limitations specified in an agreement with the Company to repurchase shares on the Company’s behalf in accordance with the terms of the Repurchase Plans. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the Repurchase Plans. Pursuant to the Repurchase Plans, the Company may from time to time repurchase a portion of its shares of common stock and the Company is hereby notifying stockholders of its intention as required by applicable securities laws.

 

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Under the Repurchase Plans described above, the Company allocated the following amounts to be repurchased in accordance with SEC Rule 10b5-1 (the “10b5-1 Repurchase Plans”):

Effective Date		Termination Date		Amount Allocated to 10b5-1 Repurchase Plans
September 15, 2015		November 5, 2015		$	5.0 million
January 1, 2016		February 5, 2016			10.0 million
April 1, 2016		May 19, 2016			5.0 million
July 1, 2016		August 5, 2016			15.0 million
September 30, 2016		November 8, 2016			20.0 million
January 4, 2017		February 6, 2017			10.0 million
March 31, 2017		May 19, 2017			10.0 million
June 30, 2017		August 7, 2017			10.0 million
October 2, 2017		November 6, 2017			10.0 million
January 3, 2018		February 8, 2018			10.0 million
June 18, 2018		August 9, 2018			10.0 million
September 17, 2018		October 31, 2018			10.0 million
December 12, 2018		February 7, 2019			10.0 million
February 25, 2019		May 17, 2019			25.0 million
March 18, 2019		May 17, 2019			10.0 million
June 4, 2019		August 7, 2019			25.0 million
June 17, 2019		August 7, 2019			20.0 million
September 16, 2019		November 6, 2019			20.0 million
December 6, 2019		February 5, 2020			25.0 million
December 16, 2019		February 5, 2020			15.0 million
March 12, 2020		March 19, 2020			20.0 million
March 30, 2021		May 21, 2021			10.0 million
June 16, 2021		November 5, 2021			10.0 million
December 16, 2021		August 3, 2022			5.0 million
December 27, 2022		February 22, 2023			10.0 million

 

 

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The following table presents information with respect to the Company’s purchases of its common stock since adoption of the Repurchase Plans through September 30, 2023:

 

Month		Total Number of Shares Purchased				Average Price Paid Per Share*					Total Number of Shares Purchased as Part of Publicly Announced Plans				Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans
August 2015			510,000			$	19.71					510,000			$	$ 40.0 million
September 2015			603,466				18.46					603,466				28.8 million
November 2015			1,116,666					18.10				1,116,666				8.6 million
December 2015			627,443				17.58					627,443				47.6 million
January 2016			670,708				14.91					670,708				37.6 million
June 2016			362,933				16.73					362,933				31.5 million
July 2016			16,491				16.53					16,491				31.2 million
August 2016			596,294				17.67					596,294				20.7 million
September 2016			411,523				18.13					411,523				63.2 million
October 2016			527,417				17.82					527,417				53.8 million
November 2016			239,289				17.45					239,289				49.6 million
August 2017			33,333				17.96					33,333				49.0 million
September 2017			186,767				17.98					186,767				45.7 million
October 2017			144,867				17.96					144,867				43.1 million
November 2017			64,500				17.79					64,500				41.9 million
December 2017			50,100				17.89					50,100				41.0 million
January 2018			577,386				17.32					577,386				31.0 million
February 2018			70,567				16.23					70,567				29.9 million
May 2018			263,667				17.12					263,667				25.4 million
June 2018			198,601				16.94					198,601				22.0 million
July 2018			8,867				16.75					8,867				21.9 million
August 2018			502,767				17.11					502,767				13.3 million
September 2018			444,467				16.54					444,467				5.9 million
October 2018			160,800				16.46					160,800				53.3 million
November 2018			595,672				15.81					595,672				43.9 million
December 2018			741,389				13.49					741,359				33.9 million
February 2019			19,392				15.16					19,392				83.6 million
March 2019			291,426					15.40				291,426				79.1 million
April 2019			44,534				15.23					44,534				78.4 million
May 2019			298,026				15.93					298,026				73.6 million
June 2019			607,073				15.97					607,073				63.9 million
July 2019			89,610					16.10				89,610				62.5 million
August 2019			758,020				16.15					758,020				50.3 million
September 2019			32,371				16.26					32,371				49.7 million
October 2019			495,464				15.65					495,464				42.0 million
November 2019			6,147				15.91					6,147				41.9 million
March 2020			1,286,565				11.62					1,286,565				26.9 million
May 2021			145,572				13.92					145,572				24.9 million
July 2021			44,418				13.46					44,418				24.3 million
August 2021			45,675				13.32					45,675				23.7 million
September 2021			360,860				13.02					360,860				19.0 million
October 2021			308,005					13.30				308,005				14.9 million
November 2021			419,372				13.05					419,372				9.4 million
December 2021			227,429				12.44					227,429				6.6 million
January 2022			60,605					12.70				60,605				30.8 million
April 2022			88,478				12.82					88,478				29.7 million
May 2022			40,044				12.57					40,044				29.2 million
May 2023			171,061				11.56					171,061				27.2 million
June 2023			27,023				11.84					27,023				26.9 million
Total			15,593,150			$		15.91				15,593,120

____________________

* The average price per share is inclusive of commissions.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended September 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

 

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Item 6. Exhibits

2.1	Agreement and Plan of Merger, dated as of November 7, 2023, among MidCap Financial Investment Corporation, Apollo Senior Floating Rate Fund Inc., AFT Merger Sub, Inc. and Apollo Investment Management, L.P. (for the limited purposes set forth therein). (1)
2.2	Agreement and Plan of Merger, dated as of November 7, 2023, among MidCap Financial Investment Corporation, Apollo Tactical Income Fund Inc., AIF Merger Sub, Inc. and Apollo Investment Management, L.P. (for the limited purposes set forth therein). (2)
3.1(a)	Articles of Amendment (3)
3.1(b)	Articles of Amendment and Restatement (4)
3.1(c)	Articles of Amendment and Restatement (5)
3.1(d)	Articles of Amendment (6)
3.1(e)	Articles of Amendment (7)
3.2	Sixth Amended and Restated Bylaws (8)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
101.INS	Inline XBRL Instance Document*
101.SHC	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)*

_________________________

* Filed herewith.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 7, 2023.

	MIDCAP FINANCIAL INVESTMENT CORPORATION
	By:	/s/ TANNER POWELL
	Tanner Powell
	Chief Executive Officer
	By:	/s/ GREGORY W. HUNT
	Gregory W. Hunt
	Chief Financial Officer and Treasurer

 

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