| Entry into a Material Definitive Agreement. |
On December 13, 2023, MidCap Financial Investment Corporation (the “Company”) and U.S. Bank Trust Company, National Association (“Trustee”) entered into a Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) to the Indenture (the “Indenture”), dated as of October 9, 2012, between the Company and the Trustee. The Sixth Supplemental Indenture relates
to
the Company’s issuance, offer and sale of $86,250,000 aggregate principal amount of its 8.00% Notes due 2028 (inclusive of $11,250,000 aggregate principal amount pursuant to the underwriters’ overallotment option to purchase additional Notes) (the “Notes”).
The Notes will mature on December 15, 2028. The Notes bear interest at a rate of 8.00% per year, commencing December 13, 2023. The Company will pay interest on the Notes on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2024.
The Notes may be redeemed in whole or in part at any time or from time to time at our option on or after December 15, 2025, at a redemption price of $25 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
The Company intends to use the net proceeds of the offering to repay certain outstanding indebtedness under its senior secured revolving credit facility, and any remaining net proceeds for general corporate purposes, which may include investing in portfolio companies in accordance with its investment objective.
The Notes are the Company’s direct unsecured obligations and rank
with all existing and future unsubordinated unsecured indebtedness issued by the Company.
The Indenture, as supplemented by the Sixth Supplemental Indenture, contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the U.S. Securities and Exchange Commission, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture, as supplemented by the Sixth Supplemental Indenture.
The Company may maintain banking relationships in the ordinary course of business with the Trustee and its affiliates.
The foregoing descriptions of the Sixth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Sixth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.
| Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures set forth in Item 1.01 pertaining to the Notes are incorporated by reference into this Item 2.03.
On December 6, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Apollo Investment Management, L.P., Apollo Investment Administration, LLC and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several Underwriters listed in Schedule II thereto, in connection with the issuance and sale of the Notes described in Item 1.01 above. The Company granted the underwriters an option to purchase up to an additional $11,250,000 aggregate principal amount of the Notes, solely to cover overallotments, if any, which may be exercised within 30 days from the date of the prospectus supplement.
