Horizon Technology Finance (NASDAQ: HRZN) details Monroe Capital merger terms
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Horizon Technology Finance Corporation completed its merger with Monroe Capital Corporation, creating a larger specialty finance platform. The combined company has approximately $471.7 million of net assets on a pro forma basis immediately after closing, including about $141.1 million in cash from the transaction.
Horizon will issue 20,370,693 new shares, with former MRCC stockholders owning 29.86% of the combined company and legacy Horizon stockholders owning 70.14%. MRCC stockholders will also receive a $0.60 per-share final cash distribution from MRCC. Horizon intends to use the cash it received to repay part of its debt and to make new investments.
Horizon’s adviser agreed to waive up to $4 million of management and incentive fees over four quarters, and the Board plans to use $27.6 million of undistributed taxable earnings to supplement monthly distributions for two quarters following closing, subject to future Board approval. The company also reaffirmed its $10 million stock repurchase program and reshaped its Board, adding former MRCC director Thomas Allison as an independent director.
Positive
- Transformative merger and larger balance sheet: The MRCC merger creates a combined company with approximately $471.7 million of pro forma net assets and $141.1 million in cash, expanding Horizon’s capital base for lending and debt repayment.
- Shareholder-friendly cash and distribution actions: MRCC stockholders receive a $0.60 per-share final cash distribution, while Horizon plans to use $27.6 million of undistributed taxable earnings to supplement monthly distributions for two quarters, subject to Board approval.
- Economics improved by fee waiver and buybacks: Horizon’s adviser agreed to waive up to $4 million of management and incentive fees over four quarters, and the company reaffirmed a $10 million stock repurchase program limited to shares trading below 90% of net asset value.
Negative
- None.
Insights
Merger adds scale, cash and fee relief, potentially supporting distributions and growth.
The closing of MRCC’s merger into Horizon Technology Finance creates a combined business development company with pro forma net assets of about $471.7 million, including $141.1 million in cash. Horizon plans to use that cash to repay debt and originate new loans under its existing strategy.
Former MRCC holders receive stock in Horizon plus a $0.60-per-share final cash distribution, while Horizon’s adviser agreed to waive up to $4 million of base and incentive fees over four quarters. Horizon also had $27.6 million of undistributed taxable earnings as of December 31, 2025, which the Board intends to use to supplement regular monthly distributions for two quarters after closing, subject to ongoing tests like asset coverage and covenant compliance.
The company reaffirmed a $10 million stock repurchase program, limited to purchases below 90% of its most recently disclosed net asset value per share and capped at 2% of shares outstanding. Governance changes include several director resignations and the addition of independent director Thomas Allison, formerly of MRCC, to all standing committees, which helps carry over MRCC board experience into the combined entity.
8-K Event Classification
5 items: 1.01, 2.01, 5.02, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Pro forma net assets: $471.7 million
Cash received in merger: $141.1 million
Shares issued to MRCC holders: 20,370,693 shares
+5 more
8 metrics
Pro forma net assets
$471.7 million
Net assets of combined company immediately following merger closing
Cash received in merger
$141.1 million
Cash received by Horizon in connection with the merger
Shares issued to MRCC holders
20,370,693 shares
Horizon common stock issued in aggregate to former MRCC stockholders
Ownership split post-merger
29.86% / 70.14%
Post-closing ownership for former MRCC vs. legacy Horizon stockholders
Final MRCC cash distribution
$0.60 per share
Cash distribution to applicable MRCC stockholders around April 17, 2026
Undistributed taxable earnings
$27.6 million
Horizon’s undistributed taxable earnings as of December 31, 2025
Adviser fee waiver
Up to $4 million
Base and incentive fees waived over first four full fiscal quarters post-merger
Stock repurchase authorization
$10 million
Buyback program, capped at 2% of shares and below 90% of NAV
Key Terms
net asset value, undistributed taxable earnings, stock repurchase program, Investment Management Agreement, +2 more
6 terms
net asset value financial
"The Closing HRZN Net Asset Value of the HRZN Common Stock as of April 11, 2026 was estimated to be $6.91"
Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.
undistributed taxable earnings financial
"Horizon’s Board of Directors intends to use a portion of Horizon’s undistributed taxable earnings of $27.6 million as of December 31, 2025"
Undistributed taxable earnings are profits that a company, fund, or trust has generated that are treated as taxable income for investors or owners even though those profits were not paid out as cash distributions. Think of it like getting credited for part of a paycheck you never received: you may owe tax on that income now, which affects your after‑tax return and cash flow even though you didn’t receive money to cover the tax. Investors monitor this because it can change expected cash distributions, tax bills, and the effective value of their holdings.
stock repurchase program financial
"Horizon affirms its intent to utilize its previously authorized $10 million stock repurchase program to purchase shares of Horizon common stock"
A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.
Investment Management Agreement financial
"Base Management Fees and/or Incentive Fees... as defined in the Investment Management Agreement"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
forward-looking statements regulatory
"Some of the statements in this communication constitute forward-looking statements because they relate to future events, future performance or financial condition"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
asset coverage ratio requirements financial
"the Board will consider, among other things, Horizon’s ongoing compliance with asset coverage ratio requirements under the Investment Company Act of 1940"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 13, 2026
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
(860 ) 676-8654
Registrant’s telephone number, including area code
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging growth 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.☐
Introductory Note
On April 14, 2026, Horizon Technology Finance Corporation (the “Company”), a Delaware corporation, completed its previously announced acquisition of
Monroe Capital Corporation (“MRCC”), a Maryland corporation, pursuant to that certain Agreement and Plan of Merger, dated August 7, 2025 (the “Merger Agreement”), by and among the Company, MRCC, HMMS, Inc. (“Merger Sub”), a Maryland corporation and
wholly owned subsidiary of the Company, Horizon Technology Finance Management LLC (“HRZN Advisor”), a Delaware limited liability company and investment adviser to the Company, and Monroe Capital BDC Advisors, LLC, a Delaware limited liability
company and investment adviser to MRCC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into MRCC, with MRCC surviving the merger as a wholly owned subsidiary of the Company (the “Initial Merger”), and immediately following
the Initial Merger, MRCC was then merged with and into the Company, with the Company continuing as the surviving company (the “Second Merger” and, together with the Initial Merger, collectively, the “Mergers”). The Mergers became effective on April
14, 2026, and as of the effective time of the Mergers, MRCC’s separate existence ceased. The Mergers were structured to comply with the safe harbor provision of Rule 17a-8 under the Investment Company Act of 1940, as amended (the “1940 Act”).
In accordance with the terms of the Merger Agreement, at the effective time of the Initial Merger (the “Effective Time”), each share of common
stock, par value $0.001 per share, of MRCC (“MRCC Common Stock”) issued and outstanding as of immediately prior to the Effective Time, except for shares, if any, owned by the Company or any of its consolidated subsidiaries, was converted into the
right to receive 0.9402 shares of the Company’s common stock, par value $0.001 per share (“HRZN Common Stock”) (with MRCC’s stockholders receiving cash in lieu of fractional shares of MRCC Common Stock). As a result of the Mergers, the Company
issued an aggregate of approximately 20,370,693 shares of HRZN Common Stock to former MRCC stockholders, prior to any adjustment for cash to be received in lieu of fractional shares. As a result of the Mergers, the Company received approximately
$141 million in cash, which comprised the proceeds MRCC received from Monroe Capital Income Plus Corporation (“MCIP”), in connection with MRCC’s sale of its investment portfolio to MCIP (the “Asset Sale”), net of MRCC’s (i) repayment of
liabilities, (ii) payment of transaction costs and expenses and (iii) final cash distribution to legacy MRCC stockholders. The Asset Sale closed on April 14, 2026, prior to the Effective Time.
The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 8, 2025, which is incorporated herein by reference.
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Item 1.01.
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Entry Into a Material Definitive Agreement.
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On April 14, 2026, in connection with the completion of the Mergers, the Company and HRZN Advisor entered into a Letter Agreement (the “Letter
Agreement”), pursuant to which HRZN Advisor agreed to waive an aggregate of $4.0 million in Base Management Fees and/or Incentive Fees (each as defined in the Investment Management Agreement (as defined below)) due and payable to HRZN Advisor
pursuant to the terms of the Investment Management Agreement, dated as of March 31, 2025, by and between HRZN Advisor and the Company (the “Investment Management Agreement”) at the rate of $1.0 million per fiscal quarter commencing with the quarter
ending September 30, 2026 (the “Fee Waiver”). The Fee Waiver will be in effect until the end of the fiscal quarter ending June 30, 2027 and, for each applicable fiscal quarter, will not exceed the total amount of Base Management Fees and Incentive
Fees earned by HRZN Advisor during such fiscal quarter.
The foregoing description of the Letter Agreement is a summary only and is qualified in its entirety by reference to the full text of the Letter
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Completion of Acquisition or Disposition of Assets.
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The information set forth in the Introductory Note above is incorporated by reference into this Item 2.01.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
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Resignation of Certain Directors
On April 13, 2026, each of James Bottiglieri, Edward Mahoney, Robert Pomeroy, Elaine Sarsynski and Joseph Savage submitted their resignations from
the Company’s Board of Directors (the “Board”), effective as of the Effective Time. Immediately thereafter, pursuant to Board approval, the size of the Board was reduced to four directors. Messrs. Bottiglieri, Mahoney, Pomeroy and Savage’s and Ms.
Sarsynski’s resignations were not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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Appointment of Thomas Allison to the Board
Effective upon the closing of the Mergers, Thomas J. Allison’s election to the Board, to serve as a Class I director of the Company until the 2026
annual meeting of the Company’s stockholders or until his successor is duly elected and qualified, in accordance with the requirements of Section 16(b) of the 1940 Act and the Company’s ongoing compliance with Section 15(f) of the 1940 Act, became
effective. Mr. Allison was previously elected to serve on the Board, subject to the closing of the Mergers, by the Company’s stockholders at its special meeting of stockholders held on March 13, 2026.
The Nominating and Corporate Governance Committee of the Board has determined that Mr. Allison is not an “interested person,” as defined in Section
2(a)(19) of the 1940 Act, of the Company, is an “independent director” as defined in Rule 5602(a)(2) of the Nasdaq listing rules and meets the independence requirements of Section 10A of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The Company expects that Mr. Allison will be appointed to serve on each standing committee of the Board.
The appointment of Mr. Allison was made pursuant to the requirements of the Merger Agreement but was not otherwise made pursuant to any arrangement
or understanding between Mr. Allison and any other person. Further, with regard to Mr. Allison, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a
participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC. For more information regarding Mr. Allison and his appointment to the Board, see the Company’s prospectus and combined joint proxy statement with
MRCC, dated January 16, 2026 (as amended and supplemented, the “Joint Proxy Statement”), which was previously filed with the Securities and Exchange Commission (the “SEC”) as part of the Company’s registration statement on Form N-14 (File No.
333-290114) (as amended, the “Form N-14 Registration Statement”).
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Item 7.01.
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Regulation FD Disclosure.
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In connection with the closing of the Mergers, the Closing HRZN Net Asset Value (as defined in the Merger Agreement) as of April 11, 2026 was
estimated to be $6.91, and the Closing MRCC Net Asset Value (as defined in the Merger Agreement) as of April 11, 2026 was estimated to be $6.50.
The Closing HRZN Net Asset Value and the Closing MRCC Net Asset Value determinations described in this Current Report on Form 8-K were made pursuant
to the requirements of, and solely for the purposes of, the Merger Agreement. The Closing HRZN Net Asset Value and the Closing MRCC Net Asset Value were not reviewed or approved for purposes of financial statement preparation or as part of a
comprehensive statement of the Company’s or MRCC’s financial results. The Closing HRZN Net Asset Value of the HRZN Common Stock as of April 11, 2026 may not be indicative of the actual net asset value per share of the Company’s common stock as of
December 31, 2025 or March 31, 2026.
On April 14, 2026, the Company issued a press release announcing, among other things, the completion of the Mergers. A copy of the press release is
furnished herewith as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and
shall not be deemed “filed” for any purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Fund Acquired
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Certain of the information that may be deemed to be required by Item 9.01(a) of Form 8-K, including certain financial statements pursuant to Rule 6-11
of Regulation S-X, was previously included or incorporated by reference in the Joint Proxy Statement, which was previously filed with the SEC as part of the Form N-14 Registration Statement. As a result, pursuant to General Instruction B.3 of Form
8-K, and in light of the fact that the Company did not acquire any portfolio investments held by MRCC, such information is not included herein.
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(d)
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Exhibits.
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2.1*
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Agreement and Plan of Merger, by and among Horizon Technology Finance Corporation, HMMS, Inc., Monroe Capital Corporation, Monroe
Capital BDC Advisors, LLC and Horizon Technology Finance Management LLC, dated as of August 7, 2025 (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00802) filed with the Securities and
Exchange Commission on August 8, 2025).
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10.1
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Letter Agreement, dated as of April 14, 2026, by and between Horizon Technology Finance Corporation and Horizon Technology Finance Management LLC.
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99.1
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Press Release, dated April 14, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of
all omitted exhibits and schedules to the SEC upon its request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Horizon Technology Finance Corporation has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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HORIZON TECHNOLOGY FINANCE CORPORATION
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Date: April 14, 2026
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By:
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/s/ Michael P. Balkin
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Name:
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Michael P. Balkin
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Title:
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Chief Executive Officer
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Exhibit 99.1
Horizon Technology Finance Corporation Closes
Merger with Monroe Capital Corporation
Farmington, Connecticut – April 14, 2026 – Horizon Technology Finance
Corporation (NASDAQ: HRZN) (“Horizon” or the “Company”) announced today the closing of the previously announced merger of Monroe Capital Corporation (NASDAQ: MRCC) (“MRCC”) with and into Horizon, with Horizon remaining as the surviving company. The
combined company, which remains externally managed by Horizon Technology Finance Management LLC (“HTFM”), will have approximately $471.7 million of net assets on a pro forma basis immediately following closing, including approximately $141.1
million in cash received in connection with the merger. As stated in the Company’s proxy statement, the Company intends to use such cash to repay a portion of its outstanding indebtedness and to make investments in accordance with its investment
objective and strategies.
“We are excited to complete our merger with MRCC and launch a new chapter of the Horizon story,” said Mike Balkin, Chief Executive Officer of Horizon. “Strengthened by
the added capital resources from the MRCC merger and the continued backing of Monroe Capital, a leading asset manager with approximately $24 billion in AUM, we believe we are well positioned to compete for and win a greater number of larger-sized
originations, accelerating our growth and overall scale and increasing our risk-adjusted returns over time. By successfully executing on our growth strategy, we believe we will drive long-term value creation for our shareholders, while we continue
to be a leading financial partner to the innovation economy.”
Ted Koenig, Chairman and CEO of Monroe Capital, added, “Horizon is an important and growing part of the Monroe Capital family. By combining MRCC and HRZN, we expect to
deliver more efficient and effective capital solutions to the venture debt and small-cap public company growth market segments. Our plan is to materially grow the new Horizon and create long-term value for its shareholders. Our award-winning lower
middle market private credit platform has been creating and delivering value-added capital solutions to our clients for over twenty years.”
In connection with the closing of the merger, Horizon will issue 20,370,693 shares of Horizon common stock in the aggregate, or 0.9402 shares of Horizon common stock
for each share of MRCC common stock, to MRCC stockholders (and payment of cash in lieu of fractional shares). Former MRCC stockholders and legacy Horizon stockholders will own 29.86% and 70.14% of the combined company, respectively, immediately
following the closing of the merger.
As previously announced by MRCC, applicable legacy MRCC stockholders will also receive a final cash distribution from MRCC, on or around April 17, 2026, of $0.60 for
each share of MRCC common stock outstanding as of the record date on April 10, 2026, which amount comprises an aggregate of $13 million sourced from the net proceeds received by MRCC from Monroe Capital Income Plus Corporation (“MCIP”) in
connection with MRCC’s sale of its investment assets to MCIP immediately prior to the closing of the merger.
Horizon Supplemental Distributions
In addition, as previously announced, Horizon’s Board of Directors (the “Board”) intends to use a portion of Horizon’s undistributed taxable earnings of $27.6 million
as of December 31, 2025 to supplement Horizon’s regular monthly distributions to the combined company’s shareholders for its next two fiscal quarters following the closing of the merger (the “Horizon Supplemental Distributions”), commencing with
the monthly distribution payable in July 2026 and subject to the Board’s declaration of the distributions. In considering whether to declare any Horizon Supplemental Distributions, the Board will consider, among other things, (1) Horizon’s ongoing
compliance with asset coverage ratio requirements under the Investment Company Act of 1940, (2) Horizon’s compliance with applicable financial and other operating covenants under Horizon’s financing agreements, and (3) Horizon’s general investment
performance and available liquidity, as well as general market conditions at the time.
Investment Management Agreement Fee Waiver
In connection with the closing of the merger, HTFM agreed to waive an aggregate amount of up to $4 million of base management fees and incentive fees over the first
four full fiscal quarters following the closing of the merger (the “Fee Waiver”). The Fee Waiver will be made at a rate of up to $1 million per quarter commencing at the end of the quarter ending September 30, 2026 (the first full fiscal quarter
following the closing). The Fee Waiver for each applicable fiscal quarter will not exceed the greater of (a) the total amount of base management and incentive fees earned by HTFM during such fiscal quarter and (b) $1 million.
Horizon Stock Repurchase Program
In connection with the closing of the merger, Horizon affirms its intent to utilize its previously authorized $10 million stock repurchase program to purchase shares
of Horizon common stock on the open market or in privately negotiated purchases pursuant to Rule 10b-18 and other applicable provisions of the Securities Exchange Act of 1934, as amended, provided that such purchases, in the aggregate, do not
exceed 2% of the shares outstanding at the time of purchase and such shares are purchased only when such shares are trading below 90% of Horizon's most recently disclosed net asset value per share. Horizon’s authorized stock repurchase program is
scheduled to expire on June 30, 2026, unless extended by the Board.
Horizon Board of Directors
Upon the closing of the merger, (1) each of James Bottiglieri, Edward Mahoney, Robert Pomeroy, Elaine Sarsynski and Joseph Savage resigned from the Board and their
respective Board committees, (2) the size of the Board was reduced to four directors and (3) Thomas Allison’s election to the Board became effective. Mr. Allison was previously elected to serve on the Board, subject to the closing of the merger, by
Horizon’s stockholders at its special meeting of stockholders held on March 13, 2026.
Mr. Allison, who previously served as an independent director of MRCC, will serve as an independent Class I Director until the 2026 annual meeting of Horizon’s
stockholders or until his successor is duly elected and qualified. Horizon expects that Mr. Allison will be appointed to serve on each standing committee of the Board.
Transaction Advisors
Oppenheimer & Co. Inc. served as financial advisor to the Special Committee of Horizon in connection with the merger. Blank Rome LLP acted as the legal counsel to
the Special Committee of Horizon.
Houlihan Lokey Capital, Inc. served as financial advisor to the Special Committee of MRCC in connection with the transactions. Nelson Mullins Riley & Scarborough
LLP acted as the legal counsel to the Special Committee of MRCC.
Dechert LLP served as legal counsel to Monroe Capital BDC Advisors, LLC and HTFM in connection with the transaction.
About Horizon Technology Finance Corporation
Horizon Technology Finance Corporation (NASDAQ: HRZN) is a leading specialty finance company that provides secured loans to venture capital-backed companies in the
technology, life-science, healthcare information & services, and sustainability industries. Horizon is externally managed by Horizon Technology Finance Management LLC, an affiliate of Monroe Capital LLC.
Forward Looking Statements
Some of the statements in this communication constitute forward-looking statements because they relate to future events, future performance or financial condition. The
forward-looking statements may include statements as to future operating results and distribution projections of the Company, including with respect to expected timing or amount of the Horizon Supplemental Distributions; business prospects of the
Company, and the prospects of its portfolio companies; the expected benefits of the merger such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position
of the Company following completion of the merger; and the impact of the investments that the Company expects to make. 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, although not all forward-looking statements include these words. The forward-looking statements contained in this communication involve risks and uncertainties. More information on the risks and other potential factors
that could affect these forward-looking statements is included in the Registration Statement on Form N-14 (File No. 333-290114) filed with the Securities and Exchange Commission (the “SEC”) that contains a joint proxy statement of Horizon and MRCC
and prospectus for Horizon. You should not place undue reliance on such forward-looking statements, which are based upon Company management’s current views and assumptions regarding future events and operating performance, and speak only as of the
date any such statement is made.
Although the Company 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 it may make directly to you or through reports that the Company in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K.
Contacts
Investor Relations:
ICR
Garrett Edson
ir@horizontechfinance.com
(646) 200-8885
Media Relations:
ICR
Chris Gillick
HorizonPR@icrinc.com
(646) 677-1819
FAQ
What did Horizon Technology Finance (HRZN) announce in this 8-K filing?
Horizon Technology Finance announced the closing of its merger with Monroe Capital Corporation. The combined company has about $471.7 million of pro forma net assets and $141.1 million in cash to help repay debt and fund new investments.
What cash distributions will Monroe Capital Corporation stockholders receive from this deal?
Applicable MRCC stockholders will receive a final cash distribution of $0.60 per share, totaling about $13 million. This comes from net proceeds MRCC received from selling its investment assets to Monroe Capital Income Plus Corporation immediately before the merger closing.
How does Horizon plan to use the $141.1 million in cash from the merger?
Horizon expects to use approximately $141.1 million in cash, received in connection with the merger, to repay a portion of its outstanding indebtedness and to make new investments in line with its existing investment objective and strategies in venture-backed companies.
What is the fee waiver Horizon negotiated with its external adviser after the merger?
Horizon’s external manager agreed to waive up to $4 million of base management and incentive fees over the first four full fiscal quarters after closing. The waiver is up to $1 million per quarter starting with the quarter ending September 30, 2026, and is limited by actual fees earned.
What changes were made to Horizon’s Board of Directors in connection with the merger?
Upon closing, five directors resigned and the Board size was reduced to four members. Former MRCC independent director Thomas Allison joined as an independent Class I director and is expected to serve on each standing committee, carrying over MRCC board experience to the combined company.