MidCap Financial Investment (MFIC) SEC Filings

MidCap Financial Investment Corporation (MFIC) reported net investment income of $0.34 per share for the quarter ended September 30, 2026, versus $0.40 in the prior quarter and $0.38 a year earlier. Total net investment income was $27.6 million, versus $35.3 million a year earlier. Net realized and unrealized losses were $44.0 million, and operations reduced net assets by $16.4 million, compared with a $27.5 million increase a year earlier. NAV was $12.86 per share, versus $13.37 as of June 30, 2026.

The board declared a $0.31-per-share quarterly dividend, payable December 22, 2026, to holders of record December 8. MFIC made no share repurchases during the quarter; its repurchase program is suspended and its dividend reinvestment plan will be suspended in the near term. Under a definitive merger agreement, Ares Capital Corporation will acquire MFIC, subject to stockholder approval, required regulatory approvals and other closing conditions. As of September 30, 2026, debt outstanding was $1.58 billion, with $962 million of remaining Facility capacity subject to borrowing-base compliance. Upon closing, the Facility is expected to be repaid in full and terminated.

MidCap Financial Investment Corporation (MFIC) and Ares Capital Corporation entered a definitive agreement for Ares to acquire MFIC in a stock-and-cash transaction. The purchase price reflects an approximately 30% premium to MFIC’s pre-announcement stock price. Completion is subject to MFIC stockholder approval and other conditions, including any required regulatory approvals. Apollo Global Management Chief Financial Officer Martin Kelly said the transaction’s financial impact is embedded in Apollo’s 2027 management-fee outlook. Apollo expects 20%-plus FRE growth and 15%-plus management-fee growth; the latter reflects reduced fees from MFIC and ARI and includes a low-single-digit or approximately 2% estimated contribution from the combination of Fund XI and Fund X.

MidCap Financial Investment Corp. (MFIC) reported third-quarter net investment income of $27.596 million, compared with $35.307 million a year earlier, and a $16.435 million net decrease in assets from operations versus a $27.454 million increase. Net investment income was $0.34 per share, compared with $0.40 in the prior quarter; NAV was $12.86 per share as of September 30, 2026, versus $13.37 as of June 30, 2026. The board declared a $0.31 quarterly dividend, payable December 22, 2026, to stockholders of record December 8, 2026.

Under a definitive merger agreement, Ares Capital Corporation (ARCC) is to acquire MFIC, subject to stockholder approval and other closing conditions. In connection with the transaction, MFIC has suspended its share repurchase program and will suspend its dividend reinvestment plan in the near term. At September 30, 2026, debt outstanding was $1.58 billion and remaining capacity under its revolving credit facility was $962 million, subject to borrowing-base compliance. Upon closing, the facility is expected to be repaid in full and terminated; ARCC may request optional redemption notices for MFIC's senior unsecured notes, conditioned on closing.

MidCap Financial Investment Corp. (MFIC) lists investments in first-lien term loans, revolvers and delayed-draw facilities, alongside preferred and common equity, membership interests, warrants and foreign-currency forward contracts. Loan entries include borrower-specific rate spreads, interest-rate floors and maturity dates; some also state cash interest plus payment-in-kind (PIK) interest.

Examples include mPulse Mobile, Inc.'s delayed-draw first-lien loan at SOFR+475, with a 0.75% floor and maturity on August 26, 2032; Paladone Group Bidco Limited's revolver at SOFR+585, with a 1.00% floor and maturity on November 12, 2027; and Lash OpCo, LLC's revolver at SOFR+500 plus 2.00% PIK, with a 1.00% floor and maturity on September 17, 2027.

MidCap Financial Investment Corporation (MFIC) entered into a definitive merger agreement with Ares Capital Corporation (ARCC), under which ARCC will acquire MFIC. In light of the pending transaction, MFIC canceled its third-quarter 2026 earnings call and webcast, previously scheduled for November 5, 2026, at 8:30 a.m. Eastern Time. MFIC will issue results for the quarter ended September 30, 2026, as originally scheduled, before the opening of the Nasdaq Global Select Market on November 5.

ARCC will file a Form N-14 registration statement that will include a proxy statement for MFIC stockholders and a prospectus for ARCC. MFIC will mail the combined proxy statement/prospectus to its stockholders. The proposed transaction requires stockholder approval and may require regulatory approvals.

MidCap Financial Investment Corp. (MFIC) is the target of a pending acquisition by Ares Capital Corporation (ARCC). In an October 29, 2026 interview, ARCC Director and Executive Vice President Michael Arougheti described ARCC as trading close to book value and said it could deliver an attractive premium to MFIC shareholders. He said ARCC shareholders would be able to buy a diversified book of 200-plus names accretively, with a little support from Ares Management. Completion is subject to MFIC stockholder approval and other conditions, including any required regulatory approvals; the communication identifies risks that could delay or prevent closing.

MidCap Financial Investment Corporation (MFIC) entered into an agreement with Ares Capital Corporation (ARCC) on October 26, 2026, providing for two mergers: MFIC would first survive as ARCC’s wholly owned subsidiary, then merge into an ARCC subsidiary. Each eligible MFIC share would receive $1.21 in cash, paid by Ares Capital Management LLC, and ARCC common stock. As of signing, the stated consideration was approximately $10.88 per fully diluted MFIC share, including approximately $9.67 in stock, subject to adjustment. The exchange ratio depends on ARCC’s NAV per share and closing price; eligible post-signing tax dividends reduce the stock portion, excluding regular quarterly dividends.

Closing is anticipated in the first half of calendar year 2027, subject to MFIC stockholder approval, registration-statement effectiveness, expiration or termination of the antitrust waiting period, third-party consents and other conditions. MFIC agreed to suspend share repurchases, and its holders will not have appraisal or objecting-stockholder rights. Apollo Principal Holdings A, L.P. and MidCap Financial Trust, Apollo affiliates that together beneficially own approximately 5.2% of MFIC common stock, agreed to vote for the mergers and against competing proposals. MFIC may owe ARCC a $31,360,000 termination fee in specified circumstances.

MidCap Financial Investment Corporation (MFIC) agreed to merge with Ares Capital Corporation, the acquirer, in a transaction with approximately $2.6 billion in total enterprise value. If completed, MFIC stockholders would receive $10.88 per fully diluted share: approximately $1.21 in cash and approximately $9.67 in Ares Capital common stock, with the stock portion reduced for qualifying MFIC tax dividends. The exchange ratio is tied to Ares Capital’s net asset value per share and share price; MFIC holders share 50% of any share-price premium up to 104.5% of net asset value, with maximum stock value equal to 102.25% of net asset value.

Both boards unanimously approved the agreement. Closing is expected in the first half of 2027, subject to MFIC stockholder approval and other conditions. MFIC suspended its share repurchase program. Apollo Principal Holdings A, L.P. and MidCap Financial Trust, Apollo affiliates that together beneficially own approximately 5.2% of MFIC common stock, agreed to vote for the merger and against competing proposals. MFIC’s preliminary net asset value estimate was approximately $12.86 per share as of September 30, 2026. Under specified termination circumstances, MFIC must pay Ares Capital a $31,360,000 fee.

MFIC agreed to merge with subsidiaries of Ares Capital Corporation (ARCC). ARCC’s first acquisition subsidiary will merge into MFIC, which will become an ARCC subsidiary; MFIC will then merge into ARCC’s second acquisition subsidiary. As of October 26, 2026, the stated total consideration was $10.88 per fully diluted MFIC share, comprising approximately $1.21 in cash paid by ARCC Adviser and approximately $9.67 in ARCC common stock. The stock portion is subject to reduction for specified post-signing tax dividends, and its exchange ratio is based on ARCC’s NAV and share price.

Closing is subject to satisfaction or waiver of conditions, including MFIC stockholder approval, effectiveness of ARCC’s Form N-14 registration statement, expiration or termination of the applicable HSR Act waiting period, and approval to list the ARCC shares to be issued. Apollo Principal Holdings A, L.P. and MidCap Financial Trust agreed to vote an aggregate of 4,281,394 MFIC shares in favor of the merger. MFIC may owe a $31,360,000 termination fee in specified circumstances; ARCC owes no termination fee.