Monroe Capital Corporation BDC Announces Second Quarter 2025 Results and Merger Transaction
Monroe Capital Corporation (NASDAQ: MRCC) announced its Q2 2025 results and a significant merger transaction. The company reported Net Investment Income (NII) of $3.3 million ($0.15 per share) and a Net Asset Value (NAV) of $179.6 million ($8.29 per share), down from $186.9 million in Q1 2025.
MRCC has entered into a definitive merger agreement with Horizon Technology Finance Corporation (HRZN), where MRCC will merge into HRZN. Additionally, MRCC will sell its investment assets at fair value to Monroe Capital Income Plus Corporation (MCIP) prior to the merger closing. The company maintained its quarterly dividend of $0.25 per share, representing a 14.6% annual yield.
Portfolio performance showed some stress with total investments decreasing to $367.7 million from $430.6 million in Q1, and the portfolio's weighted average effective yield declining to 8.8% from 9.2%. The company's debt-to-equity leverage improved to 1.17x from 1.45x in the previous quarter.
Monroe Capital Corporation (NASDAQ: MRCC) ha comunicato i risultati del Q2 2025 e un'importante operazione di fusione. La società ha registrato Net Investment Income (NII) di $3.3 milioni ($0.15 per azione) e un Net Asset Value (NAV) di $179.6 milioni ($8.29 per azione), in calo rispetto ai $186.9 milioni del Q1 2025.
MRCC ha stipulato un accordo di fusione definitivo con Horizon Technology Finance Corporation (HRZN), in base al quale MRCC si fonderà in HRZN. Inoltre, prima della chiusura della fusione MRCC cederà i suoi investimenti a valore equo a Monroe Capital Income Plus Corporation (MCIP). La società ha mantenuto il dividendo trimestrale di $0.25 per azione, corrispondente a un rendimento annuo del 14,6%.
Le performance del portafoglio mostrano segnali di tensione: gli investimenti totali sono scesi a $367.7 milioni dai $430.6 milioni del Q1 e il rendimento medio ponderato effettivo del portafoglio è sceso all'8.8% dall'9.2%. L'indebitamento rispetto al capitale si è invece ridotto a 1.17x da 1.45x nel trimestre precedente.
Monroe Capital Corporation (NASDAQ: MRCC) anunció sus resultados del Q2 2025 y una operación de fusión relevante. La compañía informó Net Investment Income (NII) de $3.3 millones ($0.15 por acción) y un Net Asset Value (NAV) de $179.6 millones ($8.29 por acción), por debajo de los $186.9 millones del Q1 2025.
MRCC firmó un acuerdo de fusión definitivo con Horizon Technology Finance Corporation (HRZN), por el cual MRCC se integrará en HRZN. Además, MRCC venderá sus activos de inversión a valor razonable a Monroe Capital Income Plus Corporation (MCIP) antes del cierre de la fusión. La compañía mantuvo su dividendo trimestral de $0.25 por acción, equivalente a un rendimiento anual del 14.6%.
El rendimiento de la cartera mostró cierta tensión: las inversiones totales disminuyeron a $367.7 millones desde $430.6 millones en el Q1, y el rendimiento efectivo ponderado promedio de la cartera bajó al 8.8% desde 9.2%. La relación deuda-capital mejoró a 1.17x desde 1.45x en el trimestre anterior.
Monroe Capital Corporation (NASDAQ: MRCC)는 2025년 2분기 실적과 주요 합병 거래를 발표했습니다. 회사는 순투자수익(NII) $3.3 million (주당 $0.15)과 순자산가치(NAV) $179.6 million (주당 $8.29)를 보고했으며, 이는 2025년 1분기의 $186.9 million에서 감소한 수치입니다.
MRCC는 Horizon Technology Finance Corporation (HRZN)과 최종 합병 계약을 체결해 MRCC가 HRZN에 합병될 예정입니다. 또한 합병 종료 전에 MRCC는 보유 투자자산을 공정가치로 Monroe Capital Income Plus Corporation (MCIP)에 매각할 예정입니다. 회사는 주당 $0.25의 분기 배당을 유지했으며, 이는 연간 14.6%의 수익률에 해당합니다.
포트폴리오 성과는 압박을 보였습니다. 총투자액은 Q1의 $430.6 million에서 $367.7 million로 감소했고, 포트폴리오의 가중평균 실효수익률은 9.2%에서 8.8%로 하락했습니다. 한편 부채 대 자본 레버리지는 전분기 1.45배에서 1.17배로 개선되었습니다.
Monroe Capital Corporation (NASDAQ: MRCC) a publié ses résultats du T2 2025 et une opération de fusion importante. La société a annoncé un Net Investment Income (NII) de $3.3 millions (0.15$ par action) et un Net Asset Value (NAV) de $179.6 millions (8.29$ par action), en baisse par rapport à $186.9 millions au T1 2025.
MRCC a signé un accord de fusion définitif avec Horizon Technology Finance Corporation (HRZN), selon lequel MRCC sera fusionnée dans HRZN. De plus, MRCC cédera ses actifs d'investissement à leur juste valeur à Monroe Capital Income Plus Corporation (MCIP) avant la clôture de la fusion. La société a maintenu son dividende trimestriel de 0.25$ par action, soit un rendement annuel de 14.6%.
La performance du portefeuille a montré des tensions : les investissements totaux ont diminué à $367.7 millions contre $430.6 millions au T1, et le rendement effectif moyen pondéré du portefeuille est passé de 9.2% à 8.8%. Le ratio dette/fonds propres s'est amélioré, passant de 1.45x à 1.17x par rapport au trimestre précédent.
Monroe Capital Corporation (NASDAQ: MRCC) veröffentlichte die Zahlen für das Q2 2025 und eine bedeutende Fusionsvereinbarung. Das Unternehmen meldete Net Investment Income (NII) von $3.3 Mio. ($0.15 je Aktie) und einen Net Asset Value (NAV) von $179.6 Mio. ($8.29 je Aktie), gesunken von $186.9 Mio. im Q1 2025.
MRCC hat eine endgültige Fusionsvereinbarung mit Horizon Technology Finance Corporation (HRZN) geschlossen, wonach MRCC in HRZN aufgehen wird. Vor dem Abschluss der Fusion verkauft MRCC zudem seine Investitionsbestände zum Fair Value an Monroe Capital Income Plus Corporation (MCIP). Das Unternehmen hielt die vierteljährliche Dividende von $0.25 je Aktie bei, was einer jährlichen Rendite von 14,6% entspricht.
Die Portfolioentwicklung zeigte Belastungen: die Gesamtinvestitionen sanken auf $367.7 Mio. von $430.6 Mio. im Q1, und die gewichtete durchschnittliche Effektivrendite des Portfolios fiel von 9.2% auf 8.8%. Die Verschuldungsquote (Debt-to-Equity) verbesserte sich hingegen von 1.45x auf 1.17x gegenüber dem Vorquartal.
- Merger with HRZN expected to unlock shareholder value through NAV for NAV structure
- Maintained strong quarterly dividend of $0.25 per share (14.6% yield)
- Improved debt-to-equity leverage ratio to 1.17x from 1.45x
- Maintains $0.42 per share in undistributed spillover income
- Strong liquidity position with $174.7M available for additional borrowings
- Net Investment Income declined to $0.15 per share from $0.19 in Q1 2025
- NAV per share decreased to $8.29 from $8.63 in previous quarter
- Portfolio mark decreased to 88.6% from 91.1% of amortized cost
- Total investments declined to $367.7M from $430.6M
- Non-accrual investments increased to 3.6% from 3.4% of portfolio
Insights
MRCC's merger with HRZN and asset sale to MCIP arrives amid declining financial performance with deteriorating NAV and portfolio quality.
MRCC's announced merger with Horizon Technology Finance (HRZN) comes at a critical juncture as the BDC faces deteriorating financial metrics. The Q2 results reveal concerning trends: Net Investment Income fell to
More troubling is the continued erosion of Net Asset Value, which decreased from
MRCC's Senior Loan Fund joint venture is exhibiting particular weakness with marks deteriorating from
The company did improve its leverage position by reducing debt-to-equity from 1.45x to 1.17x, primarily through portfolio realizations used to pay down its revolving credit facility. Total investments at fair value decreased from
While management frames the NAV-for-NAV merger with HRZN as creating "meaningful value" for shareholders, the transaction appears primarily defensive given MRCC's deteriorating fundamentals. The simultaneous asset sale to Monroe Capital Income Plus Corporation suggests a complex restructuring that gives MRCC shareholders HRZN stock while transferring MRCC's assets to an affiliated entity. The merger effectively ends MRCC as a standalone public entity while providing shareholders participation in a larger, potentially more stable platform.
CHICAGO, Aug. 11, 2025 (GLOBE NEWSWIRE) -- Monroe Capital Corporation (NASDAQ: MRCC) today announced its financial results for the second quarter ended June 30, 2025. In a separate joint release issued on August 7, 2025, MRCC and Horizon Technology Finance Corporation ("HRZN") announced that they have entered into a definitive merger agreement (the "Merger Agreement"), under which MRCC would merge with and into HRZN (the "Merger"), subject to the receipt of certain shareholder approvals and the satisfaction of certain closing conditions. Additionally, MRCC announced that it has entered into an asset purchase agreement to sell its investment assets at fair value to Monroe Capital Income Plus Corporation (“MCIP”) immediately prior to the closing of the Merger (the "Asset Sale"), subject to the satisfaction or waiver of the closing conditions in the Merger Agreement and certain other closing conditions applicable to the Asset Sale, including the receipt of shareholder approval. For additional information, please refer to the Company's August 7, 2025 announcement and associated Form 8-K filings containing the definitive agreements associated with this transaction.
Except where the context suggests otherwise, the terms “Company,” “we,” “us,” and “our” refer to Monroe Capital Corporation (together with its subsidiaries).
Second Quarter 2025 Financial Highlights
- Net Investment Income ("NII") of
$3.3 million , or$0.15 per share - Adjusted Net Investment Income (a non-GAAP measure described below) of
$3.3 million , or$0.15 per share - Net increase (decrease) in net assets resulting from operations of
$(1.9) million , or$(0.09) per share - Net Asset Value (“NAV”) of
$179.6 million , or$8.29 per share - Paid quarterly dividend of
$0.25 per share on June 30, 2025 - Current annual cash dividend yield to stockholders of approximately
14.6% (1)
Chief Executive Officer Theodore L. Koenig commented, “We are pleased to announce that we paid a
Monroe Capital Corporation is a business development company affiliate of the award-winning private credit investment firm and lender, Monroe Capital LLC.
___________________________
(1) Based on an annualized dividend and closing share price as of August 8, 2025.
Management Commentary
Adjusted Net Investment Income totaled
At quarter end, the Company's debt-to-equity leverage decreased from 1.45 times debt-to-equity at March 31, 2025 to 1.17 times debt-to-equity at June 30, 2025, as proceeds used from sales, payoffs and paydowns were used to reduce the outstanding balance on the revolving credit facility.
Selected Financial Highlights
(in thousands, except per share data)
| June 30, 2025 | March 31, 2025 | ||||||
| Consolidated Statements of Assets and Liabilities data: | (unaudited) | ||||||
| Investments, at fair value | $ | 367,700 | $ | 430,571 | |||
| Total assets | $ | 394,617 | $ | 461,518 | |||
| Net assets | $ | 179,592 | $ | 186,877 | |||
| Net asset value per share | $ | 8.29 | $ | 8.63 | |||
| For the Quarter Ended | |||||||
| June 30, 2025 | March 31, 2025 | ||||||
| Consolidated Statements of Operations data: | (unaudited) | ||||||
| Net investment income | $ | 3,298 | $ | 4,086 | |||
| Adjusted net investment income(2) | $ | 3,255 | $ | 4,206 | |||
| Net gain (loss) | $ | (5,167 | ) | $ | (3,554 | ) | |
| Net increase (decrease) in net assets resulting from operations | $ | (1,869 | ) | $ | 532 | ||
| Per share data: | |||||||
| Net investment income | $ | 0.15 | $ | 0.19 | |||
| Adjusted net investment income(2) | $ | 0.15 | $ | 0.19 | |||
| Net gain (loss) | $ | (0.24 | ) | $ | (0.16 | ) | |
| Net increase (decrease) in net assets resulting from operations | $ | (0.09 | ) | $ | 0.03 | ||
___________________________
(2) See Non-GAAP Financial Measure – Adjusted Net Investment Income below for a detailed description of this non-GAAP measure and a reconciliation from NII to Adjusted Net Investment Income. The Company uses this non-GAAP financial measure internally in analyzing financial results and believes that this non-GAAP financial measure is useful to investors as an additional tool to evaluate ongoing results and trends for the Company.
Portfolio Summary
| June 30, 2025 | March 31, 2025 | ||||||
| (unaudited) | |||||||
| Investments, at fair value | $ | 367,700 | $ | 430,571 | |||
| Number of portfolio company investments | 80 | 85 | |||||
| Percentage portfolio company investments on non-accrual(3) | 3.6 | % | 3.4 | % | |||
| Weighted average contractual yield(4) | 9.9 | % | 10.1 | % | |||
| Weighted average effective yield(4) | 8.8 | % | 9.2 | % | |||
| Asset class percentage at fair value: | |||||||
| First lien loans | 74.1 | % | 77.3 | % | |||
| Junior secured loans | 8.6 | % | 7.5 | % | |||
| Equity investments | 17.3 | % | 15.2 | % | |||
___________________________
(3) Represents portfolio debt or preferred equity investments on non-accrual status as a percentage of total investments at fair value.
(4) Portfolio yield is calculated only on the portion of the portfolio that has a contractual coupon and therefore does not account for dividends on equity investments (other than preferred equity investments).
Financial Review
The Company's NII for the quarter ended June 30, 2025 totaled
Total investment income for the quarter ended June 30, 2025 totaled
Total expenses for the quarter ended June 30, 2025 were
Net gain (loss) was
Net increase (decrease) in net assets resulting from operations was
Liquidity and Capital Resources
As of June 30, 2025, the Company had
MRCC Senior Loan Fund
SLF is a joint venture with Life Insurance Company of the Southwest (“LSW”), an affiliate of National Life Insurance Company. SLF invests primarily in senior secured loans to middle market companies in the United States. The Company and LSW have each committed
As of June 30, 2025, SLF had total assets of
Non-GAAP Financial Measure – Adjusted Net Investment Income
On a supplemental basis, the Company discloses Adjusted Net Investment Income (including on a per share basis) which is a financial measure that is calculated and presented on a basis of methodology other than in accordance with generally accepted accounting principles of the United States of America (“non-GAAP”). Adjusted Net Investment Income represents NII, excluding the net capital gains incentive fee and income taxes. The Company uses this non-GAAP financial measure internally in analyzing financial results and believes that this non-GAAP financial measure is useful to investors as an additional tool to evaluate ongoing results and trends for the Company. The management agreement with the Company’s advisor provides that a capital gains incentive fee is determined and paid annually with respect to realized capital gains (but not unrealized capital gains) to the extent such realized capital gains exceed realized and unrealized capital losses for such year. Management believes that Adjusted Net Investment Income is a useful indicator of operations exclusive of any net capital gains incentive fee as NII does not include gains associated with the capital gains incentive fee.
The following tables provide a reconciliation from NII (the most comparable GAAP measure) to Adjusted Net Investment Income for the periods presented (in thousands, except per share data):
| For the Quarter Ended | ||||||||||||
| June 30, 2025 | March 31, 2025 | |||||||||||
| Amount | Per Share Amount | Amount | Per Share Amount | |||||||||
| (unaudited) | ||||||||||||
| Net investment income | $ | 3,298 | $ | 0.15 | $ | 4,086 | $ | 0.19 | ||||
| Net capital gains incentive fee | — | — | — | — | ||||||||
| Income tax expense (benefit), including excise taxes | (43 | ) | 0.00 | 120 | 0.00 | |||||||
| Adjusted Net Investment Income | $ | 3,255 | $ | 0.15 | $ | 4,206 | $ | 0.19 | ||||
Adjusted Net Investment Income may not be comparable to similar measures presented by other companies, as it is a non-GAAP financial measure that is not based on a comprehensive set of accounting rules or principles and therefore may be defined differently by other companies. In addition, Adjusted Net Investment Income should be considered in addition to, not as a substitute for, or superior to, financial measures determined in accordance with GAAP.
| MONROE CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (in thousands, except per share data) | |||||||
| June 30, 2025 | March 31, 2025 | ||||||
| (unaudited) | |||||||
| Assets | |||||||
| Investments, at fair value: | |||||||
| Non-controlled/non-affiliate company investments | $ | 261,164 | $ | 315,012 | |||
| Non-controlled affiliate company investments | 76,379 | 83,642 | |||||
| Controlled affiliate company investments | 30,157 | 31,917 | |||||
| Total investments, at fair value (amortized cost of: | 367,700 | 430,571 | |||||
| Cash and cash equivalents | 2,425 | 6,463 | |||||
| Interest and dividend receivable | 23,461 | 23,309 | |||||
| Other assets | 1,031 | 1,175 | |||||
| Total assets | $ | 394,617 | $ | 461,518 | |||
| Liabilities | |||||||
| Debt | $ | 210,300 | $ | 271,200 | |||
| Less: Unamortized debt issuance costs | (1,722 | ) | (2,108 | ) | |||
| Total debt, less unamortized debt issuance costs | 208,578 | 269,092 | |||||
| Interest payable | 2,768 | 1,424 | |||||
| Base management fees payable | 1,742 | 1,851 | |||||
| Accounts payable and accrued expenses | 1,937 | 2,215 | |||||
| Directors' fees payable | — | 59 | |||||
| Total liabilities | 215,025 | 274,641 | |||||
| Net Assets | |||||||
| Common stock, | $ | 22 | $ | 22 | |||
| Capital in excess of par value | 297,712 | 297,712 | |||||
| Accumulated undistributed (overdistributed) earnings | (118,142 | ) | (110,857 | ) | |||
| Total net assets | $ | 179,592 | $ | 186,877 | |||
| Total liabilities and total net assets | $ | 394,617 | $ | 461,518 | |||
| Net asset value per share | $ | 8.29 | $ | 8.63 | |||
| MONROE CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) | |||||||
| For the Quarter Ended | |||||||
| June 30, 2025 | March 31, 2025 | ||||||
| (unaudited) | |||||||
| Investment income: | |||||||
| Non-controlled/non-affiliate company investments: | |||||||
| Interest income | $ | 6,757 | $ | 8,029 | |||
| Payment-in-kind interest income | 983 | 1,132 | |||||
| Dividend income | 69 | 72 | |||||
| Other income | 54 | 229 | |||||
| Total investment income from non-controlled/non-affiliate company investments | 7,863 | 9,462 | |||||
| Non-controlled affiliate company investments: | |||||||
| Interest income | 573 | 452 | |||||
| Payment-in-kind interest income | 677 | 767 | |||||
| Dividend income | 60 | 57 | |||||
| Total investment income from non-controlled affiliate company investments | 1,310 | 1,276 | |||||
| Controlled affiliate company investments: | |||||||
| Dividend income | 700 | 900 | |||||
| Total investment income from controlled affiliate company investments | 700 | 900 | |||||
| Total investment income | 9,873 | 11,638 | |||||
| Operating expenses: | |||||||
| Interest and other debt financing expenses | 3,933 | 4,677 | |||||
| Base management fees | 1,742 | 1,851 | |||||
| Incentive fees | — | — | |||||
| Professional fees | 267 | 263 | |||||
| Administrative service fees | 374 | 353 | |||||
| General and administrative expenses | 232 | 226 | |||||
| Directors' fees | 70 | 62 | |||||
| Total operating expenses | 6,618 | 7,432 | |||||
| Net investment income before income taxes | 3,255 | 4,206 | |||||
| Income tax expense (benefit), including excise taxes | (43 | ) | 120 | ||||
| Net investment income | 3,298 | 4,086 | |||||
| Net gain (loss): | |||||||
| Net realized gain (loss): | |||||||
| Non-controlled/non-affiliate company investments | 77 | (438 | ) | ||||
| Net realized gain (loss) | 77 | (438 | ) | ||||
| Net change in unrealized gain (loss): | |||||||
| Non-controlled/non-affiliate company investments | (2,603 | ) | (2,574 | ) | |||
| Non-controlled affiliate company investments | (881 | ) | 271 | ||||
| Controlled affiliate company investments | (1,760 | ) | (813 | ) | |||
| Net change in unrealized gain (loss) | (5,244 | ) | (3,116 | ) | |||
| Net gain (loss) | (5,167 | ) | (3,554 | ) | |||
| Net increase (decrease) in net assets resulting from operations | $ | (1,869 | ) | $ | 532 | ||
| Per common share data: | |||||||
| Net investment income per share - basic and diluted | $ | 0.15 | $ | 0.19 | |||
| Net increase (decrease) in net assets resulting from operations per share - basic and diluted | $ | (0.09 | ) | $ | 0.03 | ||
| Weighted average common shares outstanding - basic and diluted | 21,666 | 21,666 | |||||
Additional Supplemental Information:
The composition of the Company’s investment income was as follows (in thousands):
| For the Quarter Ended | |||||||
| June 30, 2025 | March 31, 2025 | ||||||
| (unaudited) | |||||||
| Interest income | $ | 6,864 | $ | 7,966 | |||
| Payment-in-kind interest income | 1,660 | 1,899 | |||||
| Dividend income | 829 | 1,029 | |||||
| Other income | 54 | 229 | |||||
| Prepayment gain (loss) | 288 | 245 | |||||
| Accretion of discounts and amortization of premiums | 178 | 270 | |||||
| Total investment income | $ | 9,873 | $ | 11,638 | |||
The composition of the Company’s interest expense and other debt financing expenses was as follows (in thousands):
| For the Quarter Ended | |||||||
| June 30, 2025 | March 31, 2025 | ||||||
| (unaudited) | |||||||
| Interest expense - revolving credit facility | $ | 1,977 | $ | 2,773 | |||
| Interest expense - 2026 Notes | 1,555 | 1,555 | |||||
| Amortization of debt issuance costs | 401 | 349 | |||||
| Total interest and other debt financing expenses | $ | 3,933 | $ | 4,677 | |||
About Monroe Capital Corporation
Monroe Capital Corporation is a publicly-traded specialty finance company that principally invests in senior, unitranche and junior secured debt and, to a lesser extent, unsecured debt and equity investments in middle-market companies. The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation. The Company’s investment activities are managed by its investment adviser, Monroe Capital BDC Advisors, LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and an affiliate of Monroe Capital LLC. To learn more about Monroe Capital Corporation, visit www.monroebdc.com.
About Monroe Capital LLC
Monroe Capital LLC (including its subsidiaries and affiliates, together “Monroe”) is a premier asset management firm specializing in private credit markets across various strategies, including direct lending, technology finance, venture debt, alternative credit solutions, structured credit, real estate and equity. Since 2004, the firm has been successfully providing capital solutions to clients in the U.S. and Canada. Monroe prides itself on being a value-added and user-friendly partner to business owners, management, and both private equity and independent sponsors. Monroe’s platform offers a wide variety of investment products for both institutional and high net worth investors with a focus on generating high quality “alpha” returns irrespective of business or economic cycles. The firm is headquartered in Chicago and has 11 locations throughout the United States, Asia and Australia.
Monroe has been recognized by both its peers and investors with various awards including Private Debt Investor as the 2024 Lower Mid-Market Lender of the Year, Americas and 2023 Lower Mid-Market Lender of the Decade; Inc.’s 2024 Founder-Friendly Investors List; Global M&A Network as the 2023 Lower Mid-Markets Lender of the Year, U.S.A.; DealCatalyst as the 2022 Best CLO Manager of the Year; Korean Economic Daily as the 2022 Best Performance in Private Debt – Mid Cap; Creditflux as the 2021 Best U.S. Direct Lending Fund; and Pension Bridge as the 2020 Private Credit Strategy of the Year. For more information and important disclaimers, please visit www.monroecap.com.
Forward-Looking Statements
Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition of MRCC or HRZN or the proposed sale of assets by MRCC to MCIP and the proposed merger of MRCC with and into HRZN. All statements, other than historical facts, including but not limited to statements regarding the expected timing of the closing of the proposed transactions; the ability of the parties to complete the proposed transactions considering the various closing conditions; the expected benefits of the proposed transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the surviving companies following completion of the proposed transactions; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual events and results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the proposed transactions closing; (ii) the expected synergies and savings associated with the proposed transactions; (iii) the ability to realize the anticipated benefits of the proposed transactions; (iv) the possibility that one or more of the various closing conditions to the transactions may not be satisfied or waived on a timely basis or otherwise, including risks that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transactions, may require conditions, limitations or restrictions in connection with such approvals or that the required approvals by the shareholders of MRCC and/or HRZN may not be obtained; (v) the possibility that competing offers or acquisition proposals will be made; (vi) risks related to diverting management's attention from ongoing business operations; (vii) the risk that shareholder litigation in connection with the proposed transactions may result in significant costs of defense and liability; (viii) changes in the economy, financial markets and political environment, including the impacts of inflation and interest rates; (ix) risks associated with possible disruption in the operations of MRCC, HRZN and MCIP or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, tariffs or public health crises and epidemics; (x) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xi) conditions in MRCC's, HRZN’s and MCIP's operating areas, particularly with respect to BDCs or regulated investment companies; and (xii) other considerations that may be disclosed from time to time in MRCC's, HRZN's and MCIP’s publicly disseminated documents and filings. There is no assurance that the market price of HRZN’s shares, either absolutely or relative to net asset value, will increase as a result of any share repurchases, to the extent effectuated, or that any repurchase plan will enhance shareholder value over the long term. MRCC has based the forward-looking statements included in this press release on information available to it on the date hereof, and neither MRCC nor its affiliates assume any obligation to update any such forward-looking statements. Although MRCC undertakes 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 MCC may make directly to you or through reports that MRCC, HRZN and MCIP in the future may file with the SEC, including the Joint Proxy Statement and the Registration Statement (each as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Additional Information and Where to Find It
In connection with the proposed transactions, HRZN and MRCC plan to file with the SEC and mail to their respective shareholders a joint proxy statement on Schedule 14A (the “Joint Proxy Statement”), and HRZN plans to file with the SEC a registration statement on Form N-14 (the “Registration Statement”) that will include the Joint Proxy Statement and a prospectus of HRZN. The Joint Proxy Statement and the Registration Statement will each contain important information about HRZN, MRCC, the Merger, the Asset Sale and related matters. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. SHAREHOLDERS OF HRZN AND MRCC ARE URGED TO READ THE JOINT PROXY STATEMENT AND REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HRZN, MRCC, THE ASSET SALE, THE MERGER AND RELATED MATTERS.
Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by HRZN, from HRZN’s website at https://ir.horizontechfinance.com/ and, for documents filed by MRCC, from MRCC’s website at https://ir.monroebdc.com/. No information contained on either of MRCC’s or HRZN’s website is incorporated by reference in this communication and you should not consider that information to be a part hereof.
Participants in the Solicitation
HRZN, its directors, certain of its executive officers and certain employees and officers of Monroe Capital LLC and its affiliates may be deemed to be participants in the solicitation of proxies from the shareholders of MRCC and HRZN in respect of the proposed transactions. Information about the directors and executive officers of HRZN is set forth in its definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2025 (as modified by the amendment to the definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders filed with the SEC on May 15, 2025, the “HRZN Proxy Statement”), as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of the HRZN Proxy Statement. MRCC, its directors, certain of its executive officers and certain employees and officers of Monroe Capital LLC and its affiliates may be deemed to be participants in the solicitation of proxies from the shareholders of MRCC and HRZN in respect of the proposed transactions. Information about the directors and executive officers of MRCC is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders (the “MRCC Proxy Statement”), which was filed with the SEC on April 21, 2025, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of the MRCC Proxy Statement. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the HRZN and MRCC shareholders in respect of the proposed transactions and related shareholder approvals will be contained in the Joint Proxy Statement when such document becomes available. These documents may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement, and the communication of this press release is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in MRCC, HRZN, MCIP or in any fund or other investment vehicle managed by Monroe Capital LLC or any of its affiliates.
SOURCE: Monroe Capital Corporation
| Investor Contact: | Mick Solimene |
| Chief Financial Officer and Chief Investment Officer | |
| Monroe Capital Corporation | |
| (312) 598-8401 | |
| msolimene@monroecap.com | |
| Media Contact: | Daniel Abramson |
| BackBay Communications | |
| (857) 305-8441 | |
| daniel.abramson@backbaycommunications.com |
FAQ
What are the key terms of MRCC's merger with Horizon Technology Finance?
How did Monroe Capital's (MRCC) Q2 2025 financial performance compare to Q1 2025?
What is MRCC's current dividend yield and sustainability?
How has MRCC's portfolio quality changed in Q2 2025?
What is MRCC's current leverage and liquidity position?
