v3.25.4
Transactions with Related Parties
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Transactions with Related Parties Transactions with Related Parties
On March 31, 2025, in connection with the change of control transaction in which an affiliate of Wendel SE acquired 75% of the outstanding equity interests in certain affiliates of Monroe Capital LLC, including MC Advisors (the "Wendel Transaction"), the Company entered into the Second Amended and Restated Investment Advisory and Management Agreement with MC Advisors (the “Amended Investment Advisory Agreement”). The terms of the Amended Investment Advisory Agreement, including the fee structure and services to be provided, remain unchanged from the previous investment advisory and management agreement, dated November 4, 2019 (the “Original Investment Advisory Agreement”). The Original Investment Advisory Agreement terminated pursuant to its terms as a result of the Wendel Transaction in accordance with the requirements of the 1940 Act. Under the terms of the Amended Investment Advisory Agreement, MC Advisors, subject to the overall supervision of the Board, continues to provide investment advisory services to the Company.
The Company pays MC Advisors a fee for its services under the Amended Investment Advisory Agreement consisting of two components — a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee are borne by the Company’s stockholders, unless such fees are waived by MC Advisors.
The base management fee is calculated initially at an annual rate equal to 1.75% of average invested assets (calculated as total assets excluding cash, which includes assets financed using leverage); provided, however, the base management fee is calculated at an annual rate equal to 1.00% of the Company’s average invested assets (calculated as total assets excluding cash, which includes assets financed using leverage) that exceeds the product of (i) 200% and (ii) the Company’s average net assets. This has the effect of reducing the Company’s base management fee rate on assets in excess of regulatory leverage of 1:1 debt to equity to 1.00% per annum. The base management fee is payable quarterly in arrears.
Base management fees for the years ended December 31, 2025, 2024 and 2023 were $6,821, $8,056 and $8,603, respectively.
The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20% of “pre-incentive fee net investment income” for the immediately preceding quarter, subject to a 2% (8% annualized) preferred return, or “hurdle,” and a “catch up” feature. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of pre-incentive fee net investment income will be payable except to the extent that 20% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters (the “Incentive Fee Limitation”). Therefore, any ordinary income incentive fee that is payable in a calendar quarter will be limited to the lesser of (1) 20% of the amount by which pre-incentive fee net investment income for such calendar quarter exceeds the 2% hurdle, subject to the “catch-up” provision, and (2) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding calendar quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of pre-incentive fee net investment income, realized gains and losses and unrealized gains and losses for the then current and 11 preceding calendar quarters.
The second part of the incentive fee is determined and payable in arrears as of the end of each fiscal year in an amount equal to 20% of realized capital gains, if any, on a cumulative basis from inception through the end of the year, computed net of all realized capital losses on a cumulative basis and unrealized depreciation, less the aggregate amount of any previously paid capital gain incentive fees.
The composition of the Company’s incentive fees for the years ended December 31, 2025, 2024 and 2023 was as follows:
For the Years Ended December 31,
202520242023
Part one incentive fees (1)
$251 $5,396 $5,812 
Part two incentive fees (2)
— — — 
Incentive Fee Limitation(251)(2,947)— 
Total incentive fees$— $2,449 $5,812 
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(1)Based on pre-incentive fee net investment income.
(2)Based upon net realized and unrealized gains and losses, or capital gains and losses. The Company accrues, but does not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. If, on a cumulative basis, the sum of net realized gain (loss) plus net unrealized gain (loss) decreases during a period, the Company will reverse any excess capital gains incentive fee previously accrued such that the amount of capital gains incentive fee accrued is no more than 20% of the sum of net realized gain (loss) plus net unrealized gain (loss).
The Company has entered into an administration agreement with MC Management (the “Administration Agreement”), under which the Company reimburses MC Management, subject to the review and approval of the Board, for its allocable portion of overhead and other expenses, including the costs of furnishing the Company with office facilities and equipment and providing clerical, bookkeeping, record-keeping and other administrative services at such facilities, and the Company’s allocable portion of the cost of the chief financial officer and chief compliance officer and their respective staffs. To the extent that MC Management outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis, without incremental profit to MC Management. For the years ended December 31, 2025, 2024 and 2023, the Company incurred $3,305, $2,877 and $2,833, respectively, in administrative expenses (included within professional fees, administrative service fees and general and administrative expenses on the consolidated statements of operations) under the Administration Agreement, of which $1,483, $1,011 and $940, respectively, was related to MC Management overhead and salary allocation and paid directly to MC Management. As of December 31, 2025 and 2024, $395 and $284, respectively, of expenses were due to MC Management under this agreement and are included in accounts payable and accrued expenses on the consolidated statements of assets and liabilities.
The Company has entered into a license agreement with Monroe Capital LLC under which Monroe Capital LLC has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Monroe Capital” for specified purposes in its business. Under this agreement, the Company has the right to use the “Monroe Capital” name at no cost, subject to certain conditions, for so long as MC Advisors or one of its affiliates remains its investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Monroe Capital” name or logo.
As of both December 31, 2025 and December 31, 2024, the Company had no accounts payable to members of the Board, which would otherwise represent accrued and unpaid fees for their services.
Merger Agreement with Horizon Technology Finance Corporation
On August 7, 2025, the Company entered into the Merger Agreement with HRZN, HMMS, Inc., a Maryland corporation and wholly owned subsidiary of HRZN (“Merger Sub”), MC Advisors, and Horizon Technology Finance Management LLC, a Delaware limited liability company and investment adviser to HRZN. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, immediately following the Asset Sale (as defined below) and at Effective Time, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of HRZN and, immediately thereafter, the Company will merge with and into HRZN, with HRZN continuing as the surviving company (collectively, the “Merger”). The boards of directors of both the Company and HRZN, including each of their respective independent directors (in each case, on the recommendation of a special committee of each such board comprised solely of certain independent directors of the applicable board), have approved the Merger Agreement and the transactions contemplated therein. The parties to the Merger Agreement intend the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
At the Effective Time, each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time, except for shares, if any, owned by HRZN or any of its consolidated subsidiaries, shall be converted into the right to receive a number of shares of common stock, par value $0.001 per share, of HRZN (“HRZN Common Stock”) equal to the Exchange Ratio (as defined below) in connection with the closing of the Merger.
As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), each of the Company and HRZN will deliver to the other a calculation of its net asset value (“NAV”) as of such date (such calculation with respect to the Company, the “Closing MRCC Net Asset Value” and such calculation with respect to HRZN, the “Closing HRZN Net Asset Value”), in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the “MRCC Per Share NAV”, which will be equal to (i) the Closing MRCC Net Asset Value divided by (ii) the number of shares of the Company’s common stock issued and outstanding as of the Determination Date, and the “HRZN Per Share NAV”, which will be equal to (A) the Closing HRZN Net Asset Value divided by (B) the number of shares of HRZN Common Stock issued and outstanding as of the Determination Date.
The “Exchange Ratio” will be the quotient (rounded to the fourth nearest decimal) of: (A) the MRCC Per Share NAV, divided by (B) the HRZN Per Share NAV. The Exchange Ratio shall be appropriately adjusted to reflect any stock increase, decrease or exchange or if a distribution is authorized and declared between the Determination Date and the Effective Time, in each case, to provide the stockholders of the Company and HRZN the same economic effect as contemplated by the Merger Agreement prior to such event. No fractional shares of HRZN common stock will be issued, and holders of the Company’s common stock will receive cash in lieu of fractional shares.
The Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of HRZN’s and the Company’s businesses during the period prior to the closing of the Merger. HRZN and the Company have agreed to convene and hold stockholder meetings for the purpose of obtaining the approvals required of HRZN’s and the Company’s stockholders, respectively, and have agreed to recommend that the stockholders approve the applicable proposals.
Consummation of the Merger, which is currently anticipated to occur near the end of the first quarter or early in the second quarter of this year, is subject to certain closing conditions, including (1) requisite approvals of HRZN stockholders and the Company’s stockholders, (2) the absence of certain legal impediments to the consummation of the Merger, (3) effectiveness of the registration statement for the HRZN Common Stock to be issued as consideration in the Merger, (4) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement, (5) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), and (6) consummation of the Asset Sale (as defined below) immediately prior to the Merger.
Asset Purchase Agreement with Monroe Capital Income Plus Corporation
On August 7, 2025, the Company entered into the Asset Purchase Agreement with MCIP and MC Advisors, pursuant to which, subject to the satisfaction or waiver of the closing conditions set forth in the Asset Purchase Agreement, on the closing date of the transactions contemplated by the Asset Purchase Agreement (the “Closing Date”), MCIP will acquire the investment assets of the Company at fair value, as determined shortly before the Closing Date, for cash (the “Asset Sale”). Under the Asset Purchase Agreement, the Asset Sale is contingent upon, and will become effective immediately prior to the effectiveness of, the Merger. The boards of directors of both the Company and MCIP, including each of their respective independent directors (in each case, on the recommendation of a special committee of each such board comprised solely of certain independent directors of the applicable board), have approved the Asset Purchase Agreement and the transactions contemplated therein.
As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Closing Date, the Company will deliver to MCIP a calculation of fair value of the Purchased Assets (as defined in the Asset Purchase Agreement) as of such date (such calculation, the “Closing MRCC Asset Value”), using a pre-agreed set of assumptions, methodologies and adjustments. At the Closing Date, MCIP shall pay, or cause to be paid, an amount in cash equal to the Closing MRCC Asset Value to the Company (or its designee) by wire transfer of immediately available funds to such account or accounts as directed in writing by the Company.
The Asset Purchase Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of the Company’s business during the period prior to the closing of the Asset Sale. In addition, during that period, the Company has agreed to convene and hold a stockholder meeting for the purpose of obtaining the approval required of the Company’s stockholders in connection with the Asset Sale and the Merger and has agreed to recommend that the stockholders approve such proposals.
Consummation of the Asset Sale, which is currently anticipated to occur near the end of the first quarter or early in the second quarter of this year, is subject to certain closing conditions, including (1) requisite approvals of the Company’s stockholders, (2) the absence of certain legal impediments to the consummation of the Asset Sale, (3) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Asset Purchase Agreement, (4) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), and (5) the satisfaction or waiver of the closing conditions in the Merger Agreement (other than the condition precedent with respect to the Asset Sale).
Following the Asset Sale, the Company’s only assets will be the net cash proceeds from the sale after giving effect to the receipt of proceeds from the Asset Sale, repayment of liabilities, transaction costs and distribution of undistributed net investment income. Pursuant to and subject to the terms and conditions of the Merger Agreement, subsequent to the closing of the Asset Sale, the Company will merge with HRZN.
On January 20, 2026, the Company filed a definitive joint proxy statement/prospectus with the SEC in connection with the Transactions, and the Company has scheduled a special meeting of stockholders for March 13, 2026 to seek stockholder approval of the proposals described therein.